Business Context and Reporting Period
Company: Planet Labs PBC (f/k/a dMY Technology Group, Inc. IV)
Filing Type: Form 8-K (Current Report)
Date of Report: January 13, 2026
Event: Issuance of Earnout Shares and partial vesting of Sponsor Earnout Securities pursuant to the 2021 Merger Agreement and Lockup Agreement.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on equity issuance events.
Material Changes
The Company satisfied stock price milestones ($15.00 and $17.00) for 20 out of 30 trading days, triggering the following equity issuances:
- Contingent Consideration Issuance:
- 10,286,172 shares of Class A Common Stock issued.
- 1,168,104 shares of Class B Common Stock issued.
- Sponsor Earnout Vesting:
- 50% of Sponsor Earnout Shares (431,250 shares) vested.
- 50% of Sponsor Earnout Warrants (1,483,333 warrants) vested.
Post-Issuance Capitalization:
- Class A Common Stock Outstanding: 306,262,586 shares.
- Class B Common Stock Outstanding: 22,325,690 shares.
Outlook, Risks, and Unusual Items
Future Milestones: Remaining tranches of Contingent Consideration (up to 27 million total shares) and Sponsor Earnout Securities are contingent on the Class A Common Stock closing price reaching $19.00 and $21.00 over 20 trading days within a 30-day period prior to the fifth anniversary of the Closing.
Forfeiture Risk: Any unvested Contingent Consideration or Sponsor Earnout Securities will be forfeited or cancelled without further consideration on the first business day after five years from the Closing.
Unusual Items: The issuance of Class B Shares was made in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933. Class B Shares carry 20 votes per share and are subject to transfer restrictions and sunset provisions.
Investor Verification Checklist
- Verify the current trading price of Class A Common Stock (PL) against the remaining $19.00 and $21.00 earnout thresholds.
- Confirm the exact date of the Merger Agreement Closing to calculate the remaining time before the five-year forfeiture deadline.
- Review the Company's restated certificate of incorporation for specific transfer restrictions and sunset provisions applicable to the newly issued Class B Shares.
- Assess the dilution impact of the 11.45 million total Earnout Shares issued on existing shareholders.