8-K

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): September 5, 2025

Planet Labs PBC

(Exact name of registrant as specified in its charter)

Delaware	001-40166	85-4299396
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)		645 Harrison Street, Floor 4<br><br>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<br>Symbol(s)	Name of each exchange<br>on which registered
Class A common stock, $0.0001 par value per share	PL	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 September 5, 2025, stockholders of Planet Labs PBC (the “Company”) acted by written consent (the “Written Consent”) to elect Scott Reese to a newly created seat on the Company’s board of directors as a Class II director, to serve until the Company’s 2026 annual meeting of stockholders and until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal (the “Election”). In accordance with Rule 14c-2 and Rule 14a-16 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Election will become effective on the 40th calendar day after the Notice of Internet Availability of Information Statement with respect to the Election is first sent to the Company’s stockholders (the “Effective Date”). Following the Effective Date, Scott Reese will serve on the audit committee of the Board. The Written Consent was delivered in respect of 21,157,586 shares of the Company’s Class B common stock, representing approximately 60% of the voting power of the outstanding shares of voting stock of the Company entitled to vote at an election of directors.

Scott Reese has served as Chief Executive Officer of the Electrification Software business of GE Vernova, Inc. (NYSE: GEV), an energy equipment manufacturing and services company spun off from General Electric Company in 2024, since February 2022. Prior to joining GE Vernova, from March 2003 to January 2022, Mr. Reese served in a variety of senior and executive roles at Autodesk where his last role was Executive Vice President of Product Development and Manufacturing Solutions. From May 2019 to June 2024, Mr. Reese served on the board of directors of Model N, Inc., a revenue management software company. Mr. Reese holds an MBA and a BS in Computer Information Systems from Indiana Wesleyan University. We believe Mr. Reese is qualified to serve as a member of our board of directors due to his extensive experience in software, product development, strategy, design, and data and process management.

There are no arrangements or understandings between Mr. Reese and any other persons pursuant to which Mr. Reese was selected as a director of the Company. There are no transactions between Mr. Reese and the Company that would be required to be reported under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

Mr. Reese will be entitled to the normal fees paid to the Company’s non-management directors for service on the Company’s board of directors pursuant to the terms of the Company’s Outside Director Compensation Policy, substantially as described in the preliminary information statement on Schedule 14C filed by the Company with the Securities and Exchange Commission on September 5, 2025. The Company will also enter into an indemnification agreement with Mr. Reese in the same form that the Company has entered into with other non-management directors.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

Item 7.01    Regulation FD Disclosure.

On September 10, 2025, the Company issued a press release announcing the election of Mr. Reese. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Exhibit Description
99.1	Press Release of Planet Labs PBC dated September 10, 2025
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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: September 10, 2025	By:	/s/ Ashley Johnson
		Ashley Johnson<br><br>President and Chief Financial Officer

Document

Exhibit 99.1

Scott Reese Elected to Planet’s Board of Directors

September 10, 2025

SAN FRANCISCO – September 10, 2025 – Planet Labs PBC (NYSE: PL), a leading provider of daily data and insights about Earth, today announced Scott Reese has been elected to Planet’s board of directors by stockholder written consent, to be effective later this year. Mr. Reese is the Chief Executive Officer of the Electrification Software business at GE Vernova (NYSE: GEV), a $150 billion plus market capitalization purpose-built global energy company.

“I’m thrilled to welcome Scott to our board,” said Will Marshall, Planet’s CEO and Co-Founder. “His deep product leadership and expertise for software companies over two decades, is exactly what we need as we build out Planet’s platform. Scott's leadership will be invaluable in guiding us through this next chapter, as we focus on delivering solutions that will propel Planet’s mission and accelerate our growth in key markets.”

“I’m very excited to join Planet’s board and contribute to the company’s growing business and powerful mission,” said Scott Reese. “Planet’s unique dataset and software-first approach are helping customers across a wide range of industries gain global intelligence that can lead to improved productivity and more sustainable outcomes. I look forward to working with the team on driving strategic direction and opportunities for growth.”

Mr. Reese has an impressive career in the software industry with extensive experience in product development, strategy, and design. Before joining GE Vernova, he served as Executive Vice President of Product Development & Manufacturing Solutions at Autodesk (NASDAQ: ADSK), where he joined in 2003 with the acquisition of VIA Development Corporation and went on to hold various leadership roles. He served on the board of directors at Model N, Inc. (NYSE: MODN) from 2019-2024. He holds a Bachelor of Science in computer information systems and a Master of Business Administration from Indiana Wesleyan University.

In accordance with applicable laws, Mr. Reese’s election will become effective on the 40th day after the related Notice of Internet Availability of Information Statement is first sent to Planet's stockholders, which Planet expects to occur in early November 2025.

About Planet Labs PBC

Planet is a leading provider of global, daily satellite imagery and geospatial solutions. Planet is driven by a mission to image the world every day, and make change visible, accessible and actionable. Founded in 2010 by three NASA scientists, Planet designs, builds, and operates the largest Earth observation fleet of imaging satellites. Planet provides mission-critical data, advanced insights, and software solutions to customers comprising the world’s leading agriculture, forestry, intelligence, education and finance companies and government agencies, enabling users to simply and effectively derive unique value from satellite imagery. Planet is a public benefit corporation listed on the New York Stock Exchange as PL. To learn more visit www.planet.com and follow us on X (formerly known as Twitter).

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Planet’s future financial or operating performance. Forward-looking statements in this press release include, but are not limited to, statements regarding the election of Mr. Reese to Planet's board of directors, including the expected timing of the effectiveness of such election, and the expansion of Planet’s operations and growth. Planet's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The forward-looking statements contained in this press release are also subject to

Exhibit 99.1

other risks and uncertainties, including those more fully described in Planet’s filings with the Securities and Exchange Commission (“SEC”). All forward-looking statements in this press release are based on information available to Planet as of the date hereof, and Planet disclaims any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date hereof.

Planet Press

Claire Bentley Dale

press@planet.com

Planet Investor Relations

Cleo Palmer-Poroner

ir@planet.com