424B5 1 ny20075555x2_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-296517

Prospectus Supplement

(To Prospectus dated June 5, 2026)

Planet Labs PBC

Up to $1,500,000,000 of

Class A Common Stock

We have entered into an equity distribution agreement (the “equity distribution agreement”) with 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 and JonesTrading Institutional Services, LLC, as our sales agents (in such capacity, the “sales agents”), the forward sellers (as defined below) and the forward purchasers (as defined below) relating to the sale of shares of our Class A common stock, par value $0.0001 per share (“common stock”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the equity distribution agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $1,500,000,000 from time to time through or to the sales agents, acting as our agents or principal, or through the offer and sale of borrowed shares of our common stock by one or more forward sellers pursuant to any range forward sale agreement (as defined below) entered into by us with the relevant forward purchaser pursuant to the equity distribution agreement.

The equity distribution agreement provides that, in addition to the issuance and sale of shares of our common stock through the sales agents acting as our agents or directly to the sales agents acting as principals, we also may enter into one or more forward sale agreements (each a “range forward sale agreement”) under separate forward sale confirmations between us and each of Goldman Sachs Bank USA and Citibank, N.A. Each of these entities, when acting in such capacity, is referred to in this prospectus supplement as a “forward purchaser.” In connection with each range forward sale agreement, the relevant forward purchaser will, at our request, use commercially reasonable and good faith efforts to borrow from third-party stock lenders and, through its affiliated forward seller, sell a number of shares of our common stock equal to the number of shares intended to underlie such range forward sale agreement to hedge such range forward sale agreement. Each of Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., when acting as the agent for its respective forward purchaser, is referred to in this prospectus supplement as a “forward seller.” Transactions contemplated by the range forward sale agreements are referred to herein as “range forward transactions.”

Pursuant to any range forward sale agreement, we will agree to sell to the relevant forward purchaser up to the number of shares of our common stock specified in such range forward sale agreement (subject to adjustment as set forth therein) and the relevant forward purchaser will use commercially reasonable efforts in good faith to borrow from third-party stock lenders such maximum number of shares and sell such borrowed shares (the “hedging shares”) through the relevant forward seller over a period of time to be agreed between us and such forward purchaser and forward seller (an “initial hedging period”), all subject to the terms of the equity distribution agreement and such range forward sale agreement. We have been advised by each forward purchaser that it expects that, on the same days during the applicable initial hedging period when the relevant forward seller is selling a number of hedging shares necessary to introduce into the public market the maximum number of shares underlying the relevant range forward transaction, such forward purchaser or its affiliates or agents will be contemporaneously purchasing a substantial portion of such number of shares in the open market for its own account in a manner designed to avoid the matching or crossing of those sales and purchases, as each forward purchaser expects its initial hedge position in respect of the relevant range forward transaction to be less than the maximum number of shares underlying such range forward transaction. We expect that each range forward transaction will consist of a number of components equal to the number of Exchange Business Days (as defined in the relevant range forward sale agreement) during the applicable initial hedging period, each of which components will correspond to a single Exchange Business Day during such initial hedging period. The floor price and the cap price for each component of a range forward transaction will be determined upon completion of the applicable initial hedging period by multiplying the volume weighted average price at which the relevant forward seller will have sold the hedging shares for such component on the relevant Exchange Business Day during such initial hedging period (the “hedge reference price”) by the floor percentage and the cap percentage specified in the relevant range forward sale agreement, respectively. The forward price that we will receive with respect to any component under any range forward transaction (the “forward price”) for each share of our common stock deliverable thereunder will be equal to an amount determined based on the volume-weighted average price, as measured under the relevant range forward sale agreement, of our common stock (the “settlement price”) on the applicable valuation date for such component, provided that the forward price will not be less than the floor price for such component and will not be more than the cap price for such component, subject to adjustment under the terms of such range forward sale agreement.


Goldman Sachs & Co. LLC Citigroup Cantor Needham & Company Clear Street	Morgan Stanley Deutsche Bank Securities Citizens Capital Markets Northland Capital Markets	Barclays BofA Securities Craig-Hallum Wedbush Securities Jones


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-1
SUMMARY			S-3
THE OFFERING			S-5
RISK FACTORS			S-8
USE OF PROCEEDS			S-13
DIVIDEND POLICY			S-14
DILUTION			S-15
RANGE FORWARD TRANSACTIONS			S-17
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS			S-21
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)			S-25
LEGAL MATTERS			S-29
EXPERTS			S-29
WHERE YOU CAN FIND MORE INFORMATION			S-29
INCORPORATION BY REFERENCE			S-30


			Page
ABOUT THIS PROSPECTUS			ii
PROSPECTUS SUMMARY			1
RISK FACTORS.			3
FORWARD-LOOKING STATEMENTS.			4
USE OF PROCEEDS.			5
DESCRIPTION OF CAPITAL STOCK			6
PLAN OF DISTRIBUTION.			12
LEGAL MATTERS.			14
EXPERTS.			14
WHERE YOU CAN FIND MORE INFORMATION			14
INCORPORATION BY REFERENCE.			15


Assumed public offering price per share			$43.53
Net tangible book value per share as of April 30, 2026			$0.83
Increase in net tangible book value per share attributable to investors			$3.95
As adjusted net tangible book value per share as of April 30, 2026 after giving effect to this offering			$4.78
Dilution per share to investors purchasing our common stock in this offering			$38.75


Goldman Sachs & Co. LLC	Morgan Stanley	Barclays

Citigroup	Deutsche Bank Securities	BofA Securities

Cantor	Citizens Capital Markets	Craig-Hallum

Needham & Company	Northland Capital Markets	Wedbush Securities

Clear Street		Jones

SEC Form 424B5 filed by Planet Labs PBC