NYSE: PL Planet Labs PBC 8-K

Planet Labs launches up to $1.5B at-the-market equity offering with complex forward sale options

Filed June 5, 2026 · Period ending June 5, 2026 · ~1 min read

Key Changes

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Planet Labs established a up to $1.5 billion at-the-market program to sell Class A common stock over time through 14 financial institutions, providing significant capital-raising flexibility without immediate dilution.

Item 1.01 verify on EDGAR →
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The program includes Range Forward Sale Agreements where banks borrow and sell shares now, with Planet Labs receiving proceeds later based on future stock price performance between a floor and cap.

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Filed shelf registration on Form S-3 that became effective immediately on June 5, 2026, enabling the company to execute sales under the ATM program.

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Sales agents will receive up to 2% commission on shares sold, reducing net proceeds to the company from the offering.

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Either party can terminate the agreement at any time with written notice, and Planet Labs has no obligation to sell any shares under the program.

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Summary

Planet Labs announced a major up to $1.5 billion at-the-market equity offering program on June 5, 2026, giving the satellite imaging company flexible access to capital markets. Unlike a traditional stock offering that floods the market with shares at once, this ATM program allows Planet Labs to sell stock gradually through 14 financial institutions as sales agents.

The company filed a shelf registration that became effective immediately, meaning it can tap this capital whenever management sees fit. What makes this particularly complex is the inclusion of Range Forward Sale Agreements with Goldman Sachs Bank USA and Citibank.

Under these arrangements, the banks borrow Planet Labs shares and sell them into the market now, but the company receives proceeds later based on a formula tied to future stock price performance. This structure provides downside protection through a floor price while allowing Planet Labs to potentially benefit from stock appreciation up to a cap. Retail investors should watch for actual sales disclosures in future filings, as the up to $1.5 billion represents maximum capacity, not committed capital raises. The forward sale structures add complexity that could result in delayed dilution, making it harder to track the true share count impact in real time. Monitor quarterly filings for updates on how much capital has been raised and under what terms.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~2,700 words

Planet Labs entered a up to $1.5B at-the-market equity offering program with multiple sales agents and forward purchasers.

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Added ATM equity offering program high

Added in current filing · verify on EDGAR →

On June 5, 2026, Planet Labs PBC, a Delaware public benefit corporation (the “Company”), entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Goldman Sachs & Co. LLC (“Goldman”), Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc. (“Citigroup”), Deutsche Bank Securities Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Citizens JMP Securities, LLC, Craig-Hallum Capital Group LLC, Needham & Company, LLC, Northland Securities, Inc., Wedbush Securities Inc., Clear Street LLC and JonesTrading Institutional Services, LLC (each, a “Sales Agent”, and collectively, the “Sales Agents”), and Goldman Sachs Bank USA and Citibank, N.A. (each in its capacity as purchaser under any forward contract, a “Forward Purchaser” and collectively, the “Forward Purchasers”) and Goldman and Citigroup (each, as agent for its affiliated Forward Purchaser in connection with the offering and sale of any forward hedge shares thereunder, a “Forward Seller” and collectively, the “Forward Sellers”) relating to the offering and sale of up to $1,500,000,000 of shares (the “Shares”) of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”), from time to time, through an “at the market offering” program.

Planet Labs established a $1.5 billion at-the-market equity offering program allowing the company to sell Class A common stock over time through multiple sales agents. The program includes both traditional ATM sales and complex forward sale agreements with Goldman Sachs Bank USA and Citibank. This provides significant capital-raising flexibility without requiring an immediate stock sale.

Added Commission structure medium

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The Company will pay each of the Sales Agents a commission not to exceed 2% of the sales price per share of shares sold through it as agent under the Equity Distribution Agreement.

Sales agents will receive up to 2% commission on shares sold, and forward sellers may receive up to 2% commission through reductions in prepayment or settlement amounts. These fees will reduce the net proceeds Planet Labs receives from the offering.

Added Shelf registration filing high

Added in current filing · verify on EDGAR →

The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3, which the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2026 and automatically became effective upon filing, and a related prospectus supplement, which the Company also filed with the SEC on June 5, 2026.

Planet Labs filed a shelf registration statement on Form S-3 that became effective immediately upon filing on June 5, 2026, along with a prospectus supplement. This registration enables the company to execute the ATM offering program and sell up to $1.5 billion in shares over time.

Added Termination rights medium

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The Company is not obligated to sell any Shares pursuant to the Equity Distribution Agreement and the Equity Distribution Agreement may be terminated for any reason, at any time, by either the Company or the Sales Agents, the Forward Purchasers or the Forward Sellers with respect to such Sales Agent, Forward Purchaser or Forward Seller, upon written notice to the other party.

Either Planet Labs or the sales agents/forward purchasers can terminate the agreement at any time with written notice, and the company has no obligation to sell any shares. This provides flexibility but also means the full $1.5 billion may never be raised.

Event · Item 9.01 — Financial Statements and Exhibits

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Planet Labs entered an equity distribution agreement with multiple underwriters to enable at-the-market stock offerings.

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Added Equity Distribution Agreement high

Added in current filing · verify on EDGAR →

Equity Distribution Agreement, dated as of June 5, 2026, by and among Planet Labs PBC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Citizens JMP Securities, LLC, Craig-Hallum Capital Group LLC, Needham & Company, LLC, Northland Securities, Inc., Wedbush Securities Inc., Clear Street LLC, JonesTrading Institutional Services, LLC, Goldman Sachs Bank USA and Citibank, N.A.

Planet Labs PBC entered into an equity distribution agreement with a syndicate of 14 financial institutions on June 5, 2026. This type of agreement typically establishes an at-the-market (ATM) offering program, allowing the company to sell shares incrementally into the market over time rather than in a single block offering. The arrangement provides Planet Labs with flexible access to equity capital as needed.