SEC Form S-8 filed by Planet Labs PBC

As filed with the Securities and Exchange Commission on March 23, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Planet Labs PBC

(Exact name of registrant as specified in its charter)

Planet Labs PBC 2021 Incentive Award Plan

Planet Labs PBC 2021 Employee Stock Purchase Plan

(Full title of the plan)

Thomas Murphy

General Counsel

Planet Labs PBC

645 Harrison Street, Floor 4

San Francisco, California 94107

(Name and address of agent for service)

(415) 728-8247

(Telephone number, including area code, of agent for service)

Copies to:

Katharine A. Martin

Lauren Lichtblau

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

(650) 493-9300

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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of 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 revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

INTRODUCTION

This Registration Statement on Form S-8 is being filed by Planet Labs PBC (the “Registrant”) to register an additional 16,766,562 shares of Class A common stock, par value $0.0001 per share, issuable under Planet Labs PBC 2021 Incentive Award Plan (the “2021 Plan”) and an additional 3,353,312 shares of Class A common stock, par value $0.0001 per share, issuable under Planet Labs PBC 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of each of the 2021 Plan and the 2021 ESPP that provide for an automatic annual increase in the number of shares reserved for issuance under these respective plans.

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on February 15, 2022 (Registration No. 333-262734), March 30, 2023 (Registration No. 333-270998), March 29, 2024 (Registration No. 333-278357), and March 26, 2025 (Registration No. 333-286141), which relate to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference and made a part hereof, in each case to the extent not modified or superseded hereby or by any subsequently filed document incorporated by reference herein or therein.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8. Exhibits.

The Registrant has filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.

EXHIBIT INDEX

* Filed herewith

# Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 23rd day of March, 2026.

Each person whose signature appears below constitutes and appoints William Marshall and Ashley Johnson as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this Registration Statement (and any additional registration statement that is to be effective upon filing under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.