Amendment: SEC Form 10-K/A filed by Planet Labs PBC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

For the fiscal year ended January 31, 2026

OR

For the transition period from _______________ to _______________.

Commission file number 001-40166

Planet Labs PBC

(Exact name of registrant as specified in its charter)

(415) 829-3313

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, was $1,562,830,913 based upon the closing price of the registrant’s Class A common stock on such date on the New York Stock Exchange.

The registrant had 322,655,231 outstanding shares of Class A common stock and 23,493,796 outstanding shares of Class B common stock, as of March 17, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission within 120 days of January 31, 2026, are incorporated by reference into Part III of the Annual Report on Form 10-K for the registrant's fiscal year ended January 31, 2026, as amended by this Amendment No. 1 hereto.

Explanatory Note

Planet Labs PBC (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended January 31, 2026, which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2026 (the “Original Filing”). This Amendment is being filed to amend Part II “Item 9B. Other Information” by adding Rule 10b5-1 trading arrangements entered into by each of Ita Brennan, Kristen Robinson, and Gen. John W. Raymond, directors of the Company, during the three months ended January 31, 2026, which were inadvertently omitted from the disclosure included in the Original Filing and to amend Part IV “Item 15. Exhibits, Financial Statement Schedules” by adding Exhibit 97.1, Planet Labs PBC Policy For Recovery of Erroneously Awarded Compensation, which was inadvertently omitted from the disclosure included in the Original Filing.

Item 9B. Other Information

Part IV

Item 15. Exhibits, Financial Statement Schedules

(a)(1) All financial statements:

The consolidated financial statements of the Company are listed in the index under Part II, Item 8, of the Original Filing.

(a)(2) Financial statement schedules:

All financial statement schedules for the Company have been included in the consolidated financial statements in Part II, Item 8 of the Original Filing or the related footnotes, or are either inapplicable or not required.

Item 15(b) Exhibits:

The exhibits listed below are filed as part of, or incorporated by reference into, this Amendment.

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

^ Portions of this exhibit (indicated by asterisks) have been omitted under rules of the SEC permitting the confidential treatment of select information.

# Indicates a management contract or compensatory plan.

* Filed herewith.

+ The certifications furnished in Exhibit 32.1 hereto are deemed to accompany the Original Filing and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.