pl-20250528

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2025

Planet Labs PBC

(Exact name of registrant as specified in its charter)

Delaware

001-40166

85-4299396

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


645 Harrison Street, Floor 4 San Francisco, California						94107
(Address of principal executive offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 829-3313

N/A

(Former Name or Former Address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock, $0.0001 par value per share

New York Stock Exchange

Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share

PLWS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 28, 2025, Niccolo de Masi notified Planet Labs PBC (the “Company”) of his resignation from the Company’s board of directors (the “Board”) and the Company’s audit committee, effective as of the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). Mr. de Masi’s decision to resign was not the result of any disagreement with the Company on any matter. The Company thanks Mr. de Masi for his service and contributions to the Board.

On May 28, 2025, J. Heidi Roizen notified the Company of her decision not to stand for re-election at the 2025 Annual Meeting and will be departing as a director and member of the Company’s compensation committee and audit committee upon the expiration of her term at the 2025 Annual Meeting. Ms. Roizen’s decision not to stand for reelection was not the result of any disagreement with the Company on any matter. The Company thanks Ms. Roizen for her service and contributions to the Board.

In connection with the departures of Mr. de Masi and Ms. Roizen, the Board determined to decrease the size of the Board to eight, effective immediately following the 2025 Annual Meeting.

SIGNATURES

Pursuant to the requirements 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.


		Planet Labs PBC

Date: May 29, 2025	By:	/s/ Ashley Johnson
		Ashley Johnson President and Chief Financial Officer

Planet Labs PBC filed SEC Form 8-K: Leadership Update