Planet Labs PBC-A 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 31, 2026 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______________ to _______________. Commission file number 001-40166 Planet Labs PBC (Exact name of registrant as specified in its charter) Delaware85-4299396(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)645 Harrison Street, Floor 4, San Francisco, California94107(Address of principal executive offices)(Zip Code)(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 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 thepreceding 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 past90 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 RegulationS-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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of 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 revisedfinancial 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 overfinancial 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 auditreport.☒ 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 filingreflect 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 ofthe 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 bynon-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 StockExchange. 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 will be filed with the Securities and ExchangeCommission within 120 days of January 31, 2026, are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PagePart I1Item 1. Business2Item 1A. Risk Factors11Item 1B. Unresolved Staff Comments61Item 1C. Cybersecurity61Item 2. Properties62Item 3. Legal Proceedings62Item 4. Mine Safety Disclosures62Part II63Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities63Item 6. [Reserved]64Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations65Item 7A. Quantitative and Qualitative Disclosures About Market Risk84Item 8. Financial Statements and Supplementary Data85Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures144Item 9A. Controls and Procedures144Item 9B. Other Information145Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.145Part III145Item 10. Directors, Executive Officers and Corporate Governance145Item 11. Executive Compensation145Item 12. Security Ownership of Certain Beneficial Owner and Management and Related St