What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-26 compared with 2024-03-29 · 35 added, 71 removed, 121 unchanged (47% of the section changed)

8 unchanged sentences

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of January 31, 2025 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Our independent registered public accounting firm, KPMG LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

10 unchanged sentences

Other Information

Adoption of Executive Incentive Umbrella Plan

On March 27, 2024, our board of directors approved the Company’s Executive Incentive Compensation Plan (the “Umbrella Plan”).

The Umbrella Plan allows the Company to provide incentive awards to employees selected by the administrator of the Umbrella Plan, including the Company’s named executive officers.

Pursuant to the Umbrella Plan, its administrator in its sole discretion may establish a target award for each participant and a bonus pool, with any actual awards to be paid from such bonus pool.

The Umbrella Plan administrator also may establish any performance goals that will apply to any awards under the Umbrella Plan.

Any such performance goals may include, but are not limited to, the goals listed in the Umbrella Plan.

The performance goals may differ from participant to participant and from award to award.

The Umbrella Plan will be administered by our board of directors or a committee appointed by our board of directors.

Unless and until determined otherwise by our board of directors, the compensation committee of the board of directors will administer the Umbrella Plan.

The administrator of the Umbrella Plan may delegate its authority and powers under the Umbrella Plan to one or more directors and/or officers of the Company, which delegation may be revoked at any time.

The board of directors may administer the Umbrella Plan concurrently with any committee designated to administer the Umbrella Plan and may revoke the delegation of some or all authority previously delegated.

The administrator of the Umbrella Plan, at any time before payment of the actual award, may increase, reduce, or eliminate a participant’s actual award, and/or increase, reduce, or eliminate the amount allocated to a bonus pool, based on such factors as it deems relevant.

The administrator of the Umbrella Plan, at any time before payment of an actual award, may add, remove or modify any applicable performance goals.

Actual awards generally will be paid in cash in a single lump sum, provided that the Umbrella Plan administrator has discretion to settle an actual award with the grant of an equity award pursuant to the Company’s applicable equity plan as may be in effect from time to time.

To earn an actual award, a participant must be employed with the Company (or its subsidiaries or other affiliates, as applicable) through the date the actual award is paid unless otherwise determined by the Umbrella Plan administrator.

Payment of an actual award generally will be made as soon as practicable after the end of the applicable performance period and after the actual award is approved by the Umbrella Plan administrator.

The administrator of the Umbrella Plan has the authority to modify, amend, suspend, or terminate the Umbrella Plan, or any part of the Umbrella Plan, at any time, provided that such action does not materially impair or materially alter any rights or obligations of any actual award earned by a participant absent such participant’s consent.

The Umbrella Plan will remain in effect until terminated in accordance with its terms.

The foregoing summary of the Umbrella Plan is qualified in its entirety by reference to the full text of the Umbrella Plan which is attached as Exhibit 10.8 to this Form 10-K and is incorporated herein by reference.

Adoption of Amended and Restated Bylaws

On March 27, 2024, our board of directors approved and adopted the Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended Bylaws”), which became effective upon such approval and adoption.

The Amended Bylaws incorporate certain amendments to align the Amended Bylaws with changes to the Delaware General Corporation Law and the laws of the state of Delaware, including:

• provisions relating to delivery of notices and communications regarding adjourned stockholder meetings, and the availability of stockholder lists for stockholder meetings;

• requirements for action by written consent of the board of directors.

The Amended Bylaws also incorporate certain other amendments, including:

• updating procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at the Company’s annual meeting of stockholders (except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934), including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies;

• changing certain provisions relating to stockholder nominations of directors to address the universal proxy rules adopted by the Securities and Exchange Commission;

• making certain other clarifying, conforming and ministerial changes.

The foregoing summary of the Amended Bylaws does not purport to be complete and is qualified in its entirety by the full text of the Amended Bylaws, which is attached as Exhibit 3.2 to this Form 10-K and is incorporated herein by reference.

(b) Securities Trading Plans of Directors and Executive Officers

During the three months ended January 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).

During the three months ended January 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f)) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of January 31, 2024.

The additional information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of January 31, 2025.

Executive Compensation

18 unchanged sentences

3.1 Certificate of Incorporation of Planet Labs PBC (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021)

Amended a nd Restated Bylaws of Planet Labs PBC

4.1 Warrant Agreement, dated March 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 9, 2021)

Description of Registered Securities

10.1 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021)

10.2 Amended and Restated Registration Rights Agreement, dated December 7, 2021 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021)

3.2 Amended and Restated Bylaws of Planet Labs PBC (incorporated by reference to the Registrant ’ s Annual Report on Form 10-K, filed with the SEC on March 29, 2024)

4.1 Warrant Agreement, dated March 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 t o the Registrant’s Current Report on Form 8-K, filed with the SEC on March 9, 2021)

4.2 Description of Registered Securities (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 29, 2024)

10.1 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 t o the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021)

10.2 Amended and Restated Registration Rights Agreement, dated December 7, 2021 (incorporated by reference to Exhibit 10.2 t o the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021)

10.3 Form of Lock-Up Agreement, by and among dMY Technology Group, Inc.

IV, dMY Sponsor IV, LLC and the directors and executive officers of dMY Sponsor IV, LLC (incorporated by reference to Annex H to the Registrant’s proxy statement/prospectus dated November 5, 2021)

10.4 Form of Lock-Up Agreement, by and among dMY Technology Group, Inc.

IV, William Marshall and Robert Schingler Jr.

(incorporated by reference to Annex H to the Registrant’s proxy statement/prospectus dated November 5, 2021)

10.5 Form of Lock-Up Agreement, by and among dMY Technology Group, Inc.

IV, certain directors and executive officers of Planet Labs Inc.

set forth therein and certain stockholders of Planet Labs Inc.

(incorporated by reference to Annex H to the Registrant’s proxy statement/prospectus dated November 5, 2021)

10.6 Form of Initial Subscription Agreement, by and between dMY Technology Group, Inc.

IV and the undersigned subscriber party thereto (incorporated by reference to Annex F-1 to the Registrant’s proxy statement/prospectus dated November 5, 2021)

10.7 Form of Additional Subscription Agreement, by and between dMY Technology Group, Inc.

IV and the undersigned subscriber party thereto (incorporated by reference to Annex F-2 to the Registrant’s proxy statement/prospectus dated November 5, 2021)

Planet Labs PBC Execu tive Incentive Compensation Plan

10.4# Planet Labs PBC Executive Incentive Compensation Plan ( incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K dated March 29, 202 4 )

10.5# Planet Labs Inc.

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021)

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 t o the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021)

10.6# Form of Restricted Stock Unit Agreement under the Planet Labs Inc.

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 t o the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.7# Form of Global Restricted Stock Unit Agreement under the Planet Labs Inc.

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.13 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.13 t o the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.8# Form of Stock Option Agreement under the Planet Labs Inc.

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

Form of Global Stock Option Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

Form of Global Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.16# Form of 2023 Global Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.18 of the Registrant ’ s Annual Report on Form 10-K , filed with the SEC on March 30, 2023)

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 t o the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.9# Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.15 t o the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.10# Form of Global Stock Option Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.16 t o the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.11# Form of Global Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.17 t o the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.12# Form of 2023 Global Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.18 t o the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 30, 2023)

10.13# Form of Performance-Vesting Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report of Form 8-K, filed with the SEC on April 25, 2023)

Planet Labs PBC 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-8, filed with the SEC on February 15, 2022)

Planet Labs PBC Outside Director Compensation Policy (incorporated by reference to Exhibit 10.21 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021)

10.14# Planet Labs PBC 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 t o the Registrant’s Form S-8, filed with the SEC on February 15, 2022)

10.15*# P lanet Labs PBC Outside Director Compensation Policy, as amended

10.16# Employment Offer Letter, dated February 1, 2012, between William Marshall and Cosmogia Inc.

(incorporated by reference to Exhibit 10.20 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

(incorporated by reference to Exhibit 10.20 t o the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.17# Employment Offer Letter, dated December 19, 2011, between Robbie Schingler and Cosmogia Inc.

(incorporated by reference to Exhibit 10.

22 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 30, 2023)

(incorporated by reference to Exhibit 10.22 t o the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 30, 2023)

10.18# Employment Offer Letter, dated January 15, 2020, between Ashley Johnson and Planet Labs Inc.

(incorporated by reference to Exhibit 10.21 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

(incorporated by reference to Exhibit 10.21 t o the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.19# Employment Offer Letter, dated February 15, 2021, between Kevin Weil and Planet Labs Inc.

(incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

Planet Labs PBC Executive Severance Plan and Participation Notice (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on December 8, 2023)

Content License Agreement, dated April 14, 2017, by and between Planet Labs Inc.

and Google LLC (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-4 (File No.

(incorporated by reference to Exhibit 10.22 t o the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.20# Planet Labs PBC Executive Severance Plan and Participation Notice (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report t o Form 10-Q, filed with the SEC on December 8, 2023)

Google Cloud Platform License Agreement, dated December 15, 2016, by and between Planet Labs Inc.

16 unchanged sentences

(incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-4 (File No.

Amendment 4 to Google Platform Addendum, dated April 23, 2024, by and between Planet Labs PBC and Google Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on December 9, 2024)

10.27# Advisory Agreement, dated May 6, 2024, by and between Planet Labs PBC, and Kevin Weil (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on June 6, 2024)

10.28# A dvisory Agreement, dated May 6, 2024, by and between Planet Labs Federal Inc., a subsidiary of Planet Labs PBC, and Kevin Weil (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on June 6, 2024)

16.1 L etter from Ernst & Young LLP to the Securities and Exchange Commission dated April 4, 2024 (incorporated by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2024)

19.1* Planet Labs PBC Insider Trading Compliance Policy

21.1* List of Subsidiaries

23.1* Consent of Independent Registered Public Accounting Firm

23.2* Consent of Former Independent Registered Public Accounting Firm

31.1* Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Planet Labs PBC P olicy For Recovery of Erroneously Awarded Compensation

97.1 Planet Labs PBC Policy For Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 29, 202 4)

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document).

13 unchanged sentences

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.

March 28, 2024

PLANET LABS PBC

March 26, 2025

/s/ William Marshall

10 unchanged sentences

William Marshall

/s/ Ashley Johnson Chief Financial and Operating Officer

/s/ Ashley Johnson President and Chief Financial Officer

(Principal Financial Officer and

12 unchanged sentences

Kristen Robinson

Raymond Director March 26, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures