Planet Labs PBC Files 8-K: Material Agreement & Equity Sales

TL;DR

Planet Labs PBC filed an 8-K detailing a new material agreement and unregistered equity sales.

AI Summary

Planet Labs PBC entered into a material definitive agreement on September 8, 2025, which involves a direct financial obligation. The filing also notes unregistered sales of equity securities and other events. Planet Labs PBC, formerly dMY Technology Group, Inc. IV, is incorporated in Delaware and headquartered in San Francisco.

Why It Matters

This 8-K filing indicates significant corporate activity for Planet Labs PBC, including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Planet Labs PBC (company) — Registrant
• dMY Technology Group, Inc. IV (company) — Former company name
• September 8, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — tered: Class A Common Stock, par value $0.0001 per share PL NYSE Warrants to pur
• $11.50 — A Common Stock, at an exercise price of $11.50 per share PL WS NYSE Indicate by
• $460 million — Planet Labs PBC (the "Company") issued $460 million in aggregate principal amount of its 0.
• $1,000 — $0.0001 per share ("Common Stock"), per $1,000 principal amount of Notes (which is equ
• $11.95 — itial conversion price of approximately $11.95 per share). The conversion rate will be
• $100.0 million — all of the outstanding Notes, at least $100.0 million aggregate principal amount of Notes mus
• $25.0 million — owed with principal amount in excess of $25.0 million (or its foreign currency equivalent) in
• $445.8 m — ds from the offering were approximately $445.8 million, after deducting the Initial Purc
• $39.6 million — ffering. The Company used approximately $39.6 million of the net proceeds from the offering t
• $18.04 — tions each have an initial cap price of $18.04 per share, which represents a premium o
• $9.02 — orted sale price of the Common Stock of $9.02 per share on September 9, 2025, and is
• $400 million — Initial Purchasers"), to issue and sell $400 million in aggregate principal amount of the No
• $60 million — option to purchase up to an additional $60 million in aggregate principal amount of Notes
• $300 million — lease announcing its intention to offer $300 million aggregate principal amount of convertib

Filing Documents

• ef20055521_8k.htm (8-K) — 55KB
• ef20055521_ex4-1.htm (EX-4.1) — 713KB
• ef20055521_ex10-1.htm (EX-10.1) — 209KB
• ef20055521_99-1.htm (EX-99.1) — 8KB
• ef20055521_99-2.htm (EX-99.2) — 11KB
• image00001.jpg (GRAPHIC) — 3KB
• image00002.jpg (GRAPHIC) — 3KB
• image00003.jpg (GRAPHIC) — 3KB
• image00004.jpg (GRAPHIC) — 3KB
• image00005.jpg (GRAPHIC) — 2KB
• 0001140361-25-034840.txt ( ) — 1383KB
• pl-20250908.xsd (EX-101.SCH) — 4KB
• pl-20250908_def.xml (EX-101.DEF) — 17KB
• pl-20250908_lab.xml (EX-101.LAB) — 26KB
• pl-20250908_pre.xml (EX-101.PRE) — 19KB
• ef20055521_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. Convertible Notes and the Indenture On September 12, 2025, Planet Labs PBC (the "Company") issued $460 million in aggregate principal amount of its 0.50% Convertible Senior Notes due 2030 (the "Notes") pursuant to an indenture (the "Indenture"), dated September 12, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes will bear interest from September 12, 2025 at a rate of 0.50% per annum, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The Notes may bear additional interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the Indenture. The Notes will mature on October 15, 2030, unless earlier converted, redeemed or repurchased pursuant to their terms. The initial conversion rate of the Notes is 83.6715 shares of the Company's Class A common stock, par value $0.0001 per share ("Common Stock"), per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $11.95 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture) or delivery of a notice of redemption, the Company will, under certain circumstances, increase the conversion rate by a number of additional shares for Notes converted in connection with such make-whole fundamental change or (x) Notes called (or deemed called) for redemption or (y) all Notes, if the Company makes an "all notes election" (as defined in the Indenture), irrespective of whether they are called (or deemed called) for redemption that are converted, in each case, in connection with such notice of redemption. Prior to the close of business on the business day immediately pr

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 is incorporated herein by reference. On September 9, 2025, the Company entered into a purchase agreement (the "Purchase Agreement") with Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives of the several initial purchasers named therein (collectively, the "Initial Purchasers"), to issue and sell $400 million in aggregate principal amount of the Notes. In addition, the Company granted the Initial Purchasers an option to purchase up to an additional $60 million in aggregate principal amount of Notes on the same terms and conditions (the "Additional Notes"), solely to cover over-allotments. The Initial Purchasers notified the Company of their election to exercise their option in full on September 10, 2025. The Purchase Agreement includes customary representations, warranties, and covenants by the Company and customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities. The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration requirements provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement. The shares of the Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of the Common Stock are issued

01

Item 8.01 Other Events. Launch Press Release On September 8, 2025, the Company issued a press release announcing its intention to offer $300 million aggregate principal amount of convertible senior notes in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Pricing Press Release On September 9, 2025, the Company issued a press release announcing the upsize and pricing of its offering of $400 million aggregate principal amount of the Notes in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated September 12, 2025, between Planet Labs PBC and U.S. Bank Trust Company, National Association. 4.2 Form of 0.50% Convertible Senior Note due 2030 (included in Exhibit 4.1). 10.1 Form of Capped Call Confirmation. 99.1 Press Release, dated September 8, 2025. 99.2 Press Release, dated September 9, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Planet Labs PBC Dated: September 12 , 2025 By: /s/ Ashley Johnson Ashley Johnson President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR