MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PLANET
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Planet Labs PBC. The MD&A is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included in Part II, Item 8, “Financial Statements” of this Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in Part I, Item 1A, “Risk Factors” of this Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
This MD&A generally discusses fiscal year ended January 31, 2026 and fiscal year ended January 31, 2025 items and year-to-year comparisons between fiscal year ended January 31, 2026 and fiscal year ended January 31, 2025. Discussions of fiscal year ended January 31, 2024 items and year-to-year comparisons between the fiscal year ended January 31, 2025 and the fiscal year ended January 31, 2024 that are not included in this Form 10-K can be found in “Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on March 26, 2025.
Business and Overview
Our mission is to use space to help life on Earth, by imaging the world every day and making global change visible, accessible, and actionable. Our products include imagery, insights, and machine learning that empower companies, governments, and communities around the world to make timely decisions about our evolving world. In addition, our satellite services arrangements provide a broad spectrum of advanced offerings to large scale government and enterprise customers, including designing and manufacturing customer-owned satellites. We also provide critical related services in these satellite services arrangements such as reliable mission systems engineering, launch procurement, ground station infrastructure, satellite operations, and maintenance. Separately, we provide dedicated image tasking capacity on Company owned or customer owned satellites.
As a public benefit corporation, our purpose is to accelerate humanity toward a more sustainable, secure, and prosperous world, by illuminating the most important forms of environmental and social change.
We deliver a differentiated data set: a new image of the entire Earth’s landmass, constantly refreshed. To collect this powerful data set, we design, build and operate over one hundred satellites. Our daily stream of proprietary data and machine learning analytics, delivered through our cloud-native platform, helps companies, governments and civil society use satellite imagery to discover insights as change happens.
To help further our mission, we have developed advanced satellite technology that increases the cost performance of each satellite. This has enabled us to launch large fleets of satellites at lower cost and in turn record over 3,000 images on average for every point on Earth’s landmass, a non-replicable historical archive that can power analytics, machine learning, and insights. We have advanced data processing capabilities that enable us to produce “AI-ready” data sets and have partnered with third-parties to offer AI-enabled data solutions. As these data sets continue to grow and we continue to develop these partnerships, we believe the value of our data and analytics solutions to our customers will further increase. Our innovation in agile aerospace has also enabled us to improve the cost-performance of satellite manufacturing, ground stations, and mission operations.
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We currently serve customers across civil government, commercial and defense and intelligence verticals, including agriculture, mapping, energy, forestry, finance and insurance, as well as federal, civil, state, and local governments. Our customers in government and commercial markets leverage our product capabilities to monitor and manage global change over broad areas to take action.
Our proprietary data set and analytics are delivered pursuant to subscription and usage-based data licensing agreements and are accessed by our customers through our online platform and subscription APIs. We believe our efficient cost structure, one-to-many business model and differentiated data set have enabled the growth of our business.
Complementing our foundational data offerings, our strategy is evolving towards delivering more integrated downstream solutions. This shift is designed to capture a broader base of customers and strengthen our market leadership by providing more direct and actionable solutions. In addition, our innovative satellite services model, as demonstrated with recent customer agreements, represents a new approach to how we fund and monetize our next-generation satellite fleets. This model is expected to further align our offerings with market demand and enhance our ability to capture value as we scale our business operations.
Our Business Model
We primarily generate revenue through selling licenses to our data and analytics to customers over a cloud-based platform via fixed price subscription and usage-based contracts. Data licensing subscriptions and minimum commitment usage-based contracts provide a large recurring revenue base for our business with a low incremental cost to serve each additional customer. Payment terms of our customer agreements are most commonly in advance on an either quarterly or annual basis, although a small number of large contracts have required payment terms that are monthly or quarterly in arrears. Additionally, we also generate revenue through satellite services agreements in which we build and operate satellites owned by the customer. Satellite services arrangements address a broad spectrum of needs for our customers, including mission systems engineering, spacecraft design and manufacturing, launch procurement, ground station operations, satellite operations, and maintenance. We also generate a small amount of revenue from sales of third-party imagery, professional services, and customer support. Separately, we also provide dedicated image tasking capacity on Company owned or customer owned satellites.
We employ a “land-and-expand” go-to-market strategy with the goal to deliver increasing value to our customers and generate more revenue with each customer over time by expanding the scope of the services we offer. We work closely with our customers and partners to enable their early success, both from an account management and technical management perspective. Deeper adoption from our customers comes in many forms, including more users, more area coverage, and more advanced software analytics capabilities.
Key elements of our growth strategy include:
Scaling in Existing Verticals
We have invested in our sales and marketing efforts to address the vertical markets in which we operate, as well as in software solutions to expand within our existing customer base. We plan to further penetrate vertical markets in which end users are early adopters of geospatial data, such as civil government, agriculture, and defense and intelligence through targeted sales and marketing activities and continued investment in new solutions for these verticals.
Expansion into New Verticals and Applications
We plan to invest in our offerings to make our data more actionable and accessible to a larger group of customers and users, including non-geospatial experts such as data and business analysts in government and commercial
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organizations. We believe this will help us address use cases in key emerging markets such as energy, infrastructure, finance, insurance, and consumer packaged goods. We also intend to partner with companies building vertical market solutions, such as independent software vendors, as well as business intelligence and analytics providers. While we have customers and partners today in many of these verticals, we believe enhancing our data to meet their needs has the potential to accelerate the proliferation of our data and analytics usage across more end users. Additionally, we currently have multiple partners with solutions that rapidly generate insights for their customers using our licensed proprietary data and Planet Analytics or their AI technology. Their capabilities include training models on our proprietary data to find any object of interest to a user over broad areas of land or sea. We believe recent and ongoing industry advancements in AI will support making our datasets more accessible to customers and users across new and existing verticals by speeding customer time to value through these capabilities.
Continued Investment in Data Products and Solutions
We plan to scale and expand our existing products and solutions, by building on our machine learning and computer vision capabilities with remote sensing techniques to fuse multiple data sources. These products allow our customers to consume simple, actionable time-series data within their existing workflows. We intend to create many of these key data sets internally, as well as in collaboration with our partners who have deep vertical expertise.
Establish Platform Ecosystem
We plan to further develop our ecosystem of users and partners to build solutions leveraging our data and platform and to build software tools and APIs that make it even easier to do so. By developing a robust applications ecosystem, we believe we can create a network effect, potentially accelerating our growth and deepening our market penetration.
New Sensors & Data Sets
We plan to make strategic investments in building new sensors to capture additional data sets from space. As we grow our customer base and the use cases we can address, we believe we can better understand what additional data sets our customers are eager to access and therefore which sensors might enable us to capture additional data that is valuable to such customers. By leveraging our agile aerospace approach to space systems, we believe we are well-positioned to introduce new Earth observation sensors into orbit to capture new types of data with greater capital efficiency and speed than other satellite data providers. Having these capabilities can deepen our value proposition to customers and help us both acquire new customers and expand our offering to existing customers.
Factors Affecting Our Results of Operations
We believe that our financial condition and results of operations have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Form 10-K titled “ Risk Factors .”
Recent Developments
Commercial Satellite Services Agreements
In December 2025, Planet entered into a multi-year low 9-figure commercial agreement with the Swedish Armed Forces ("SwAF"). Pursuant to the agreement, Planet will build and operate a constellation of Pelican high resolution satellites that will be owned by SwAF. In connection with the agreement, Planet is provided with licensing rights for certain imagery generated from the Pelicans that it will utilize to serve its customers around the world. The agreement also includes access to imagery data as well as AI-enabled solutions for enhanced situational and awareness capabilities.
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Continuing to Acquire New Customers
Attracting new customers is an important factor affecting our future growth and operating performance. We believe our ability to attract customers will be driven by our agile aerospace capabilities, which allow for the rapid development and deployment of satellite hardware to ensure a consistent data supply that differentiates our offerings from traditional aerospace models. By leveraging these unique hardware advantages alongside recent advances in artificial intelligence, we are able to make our extensive data sets more accessible and actionable for customers. Our integration of AI-driven automated detection and feature extraction transforms imagery into "analytic-ready" insights, effectively lowering the barrier to entry for our customers. We have also made our data available for purchase directly through our Planet Insights Platform, which facilitates rapid user adoption by empowering users to self-service our solutions without formal sales interaction. We believe this serves as a natural entry point for some of our smaller accounts, enabling them to realize the value of Planet's offerings and leading to broader awareness of our solutions throughout their organizations.
In addition, we plan to continue investing in making our data more digestible and accessible to non-technical business users and to build solutions to address more use cases and expand our addressable market. As a result of this strategy, we anticipate continuing to invest in our research and development. We will also aim to expand our reach with customers by partnering with independent software vendors and solution providers who are building vertical market-specific solutions. While we have customers and partners today in many markets, we believe that our increased investment in developing software analytics solutions has the potential to accelerate the usage of our data and analytics across broader audiences. Additionally, the timing of securing new customer contracts, including when it occurs during the year and the length of the sales cycle, as well as the size of the contracts, can impact our operating performance.
Retention and Expansion of Existing Customers
To increase customer retention and expansion of revenue from existing customers, we are making a number of investments in our operations. Customer retention and expansion is driven by the speed with which our customers realize the value of our data once they become customers, our ability to cross-sell our different products to our existing customers and our ability to offer new products to our customers. Therefore, to increase customer retention and sales to existing customers, we have invested in our customer success function, continuous improvements to our existing data, and the software tools and analytic tools that make our data easier to consume. As a result of such investments, we anticipate our cost of revenue, operating expenses, and capital expenditures may increase as we continue to prioritize customer retention and expansion.
Investment Decisions
We regularly review our existing customers and target markets to determine where we should invest in our product and technology roadmap, both for our space systems engineering to enable new geospatial coverage models, as well as our software engineering focused on providing sophisticated analytics models and tools to service an expanding set of markets and use cases. Our financial performance relies heavily on effective balance between driving continued growth, maintaining technology leadership, and improving margins across the business.
Seasonality
We have experienced, and expect to continue to experience, seasonality in our business and fluctuations in our operating results due to customer behavior, buying patterns and usage-based contracts. For example, we typically have customers who increase their usage of our data services when they need more frequent data monitoring over broader areas during peak agricultural seasons, during natural disasters or other global events, or when commodity prices are at certain levels. These customers may expand their usage and then subsequently scale back. We believe that the seasonal trends that we have experienced in the past may occur in the future. To the extent that we
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experience seasonality, it may impact our operating results and financial metrics, as well as our ability to forecast future operating results and financial metrics. Additionally, when we introduce new products to the market, we may not have sufficient experience in selling certain products to determine if demand for these products is or will be subject to material seasonality.
Key Operational and Business Metrics
In addition to the measures presented in our consolidated financial statements, we use the following key operational and business metrics to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.
ACV and EoP ACV Book of Business
In connection with the calculation of several of the key operational and business metrics we utilize, we calculate Annual Contract Value (“ACV”) for contracts of one year or greater as the total amount of value that a customer has contracted to pay for the most recent 12 month period for the contract. ACV includes imagery licensing arrangements, data solutions, and dedicated image tasking capacity but excludes customers that are exclusively Planet Insights Platform (which has integrated the former Sentinel Hub platform) self-service paying users, as well as the value of any satellite services contracts. For short-term contracts (contracts less than 12 months), ACV is equal to total contract value.
We also calculate End of Period (“EoP”) ACV Book of Business in connection with the calculation of several of the key operational and business metrics we utilize. We define EoP ACV Book of Business as the sum of the ACV of all contracts that are active on the last day of the period pursuant to the effective dates and end dates of such contracts, excluding customers that are exclusively Planet Insights Platform self-service paying users, as well as the value of any satellite services contracts. Active contracts exclude any contract that has been canceled, expired prior to the last day of the period without renewing, or for any other reason is not expected to generate revenue in the subsequent period. For contracts ending on the last day of the period, the ACV is either updated to reflect the ACV of the renewed contract or, if the contract has not yet renewed or extended, the ACV is excluded from the EoP ACV Book of Business. We do not annualize short-term contracts in calculating our EoP ACV Book of Business. We calculate the ACV of usage-based contracts based on the committed contracted revenue or the revenue achieved on the usage-based contract in the prior 12-month period.
Net Dollar Retention Rate
Year Ended January 31,
Net Dollar Retention Rate
We define Net Dollar Retention Rate as the percentage of ACV generated by existing customers in a given period as compared to the ACV of all contracts at the beginning of the fiscal year from the same set of existing customers. We define existing customers as customers with an active contract with Planet. We believe our Net Dollar Retention Rate is a useful metric for investors as it can be used to measure our ability to retain and grow revenue generated from our existing customers, on which our ability to drive long-term growth and profitability is, in part, dependent. We use Net Dollar Retention Rate to assess customer adoption of new products, inform opportunities to make improvements across our products, identify opportunities to improve operations, and manage go to market functions, as well as to understand how much future growth may come from cross-selling and up-selling customers. Management applies judgment in determining the value of active contracts in a given period, as set forth in the definition of ACV above. Net Dollar Retention Rate increased to 116% for the fiscal year ended January 31, 2026 as compared to 106% for the fiscal year ended January 31, 2025, primarily due to large defense and intelligence contract expansions.
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Net Dollar Retention Rate including Winbacks
Year Ended January 31,
Net Dollar Retention Rate including Winbacks
We assess two metrics for net dollar retention—Net Dollar Retention Rate, as described above, and Net Dollar Retention Rate including winbacks. A winback is a previously existing customer that was inactive at the start of the measurement period but has reactivated during the measurement period. The reactivation period must be within 24 months from the last active contract with the customer; otherwise, the customer is counted as a new customer and therefore excluded from the retention rate metrics. We define Net Dollar Retention Rate including winbacks as the percentage of ACV generated by existing customers and winbacks in a given period as compared to the ACV of all contracts at the beginning of the fiscal year from the same set of existing customers. We believe this metric is useful to investors as it captures the value of customer contracts that resume business with Planet after being inactive and thereby provides a quantification of Planet’s ability to recapture lost business. Management uses this metric to understand the adoption of our products and long-term customer retention, as well as the success of marketing campaigns and sales initiatives in re-engaging inactive customers. Beyond the judgments underlying managements’ calculation of Net Dollar Retention Rate set forth above, there are no additional assumptions or estimates made in connection with Net Dollar Retention Rate including winbacks. Net Dollar Retention Rate including winbacks increased to 118% for the fiscal year ended January 31, 2026 as compared to 108% for the fiscal year ended January 31, 2025, primarily due to large defense and intelligence contract expansions.
EoP Customer Count
As of January 31,
EoP Customer Count
We define EoP Customer Count as the total count of all existing customers at the end of the period excluding customers that are exclusively Planet Insights Platform (which has integrated the former Sentinel Hub platform) self-service paying users. For EoP Customer Count, we define existing customers as customers with an active contract with us at the end of the reported period. For the purpose of this metric, we define a customer as a distinct entity that uses our data or services. We sell directly to customers, as well as indirectly through our partner network. If a partner does not provide the end customer’s name, then the partner is reported as the customer. Each customer, regardless of the number of active opportunities with us, is counted only once. For example, if a customer utilizes multiple products of Planet, we only count that customer once for purposes of EoP Customer Count. A customer with multiple divisions, segments, or subsidiaries are also counted as a single unique customer based on the parent organization or parent account. For EoP Customer Count, we do not include users that only utilize our self-service Planet Insights Platform web based ordering system, which we acquired in August 2023, and which offers standard starter packages on a monthly or annual basis. Management applies judgment as to which customers are deemed to have an active contract in a period, as well as whether a customer is a distinct entity that uses our data or services. The EoP Customer Count decreased to 897 as of January 31, 2026, as compared to 976 as of January 31, 2025. The decrease was primarily attributable to an increased focus on larger customers.
Our business has recently evolved to focus the efforts of our direct sales team on large customer opportunities and to increasingly leverage our self-service Planet Insights Platform to provide access to our data for customers (of whom are not included in EoP Customer Count because they exclusively utilize our self-serve model). As a result, EoP Customer Count has become less meaningful as a business metric. Therefore, beginning in the first quarter of the fiscal year ending January 31, 2027, we will no longer report EoP Customer Count as a key business metric.
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Percent of Recurring ACV
As of January 31,
Percent of Recurring ACV
Percent of Recurring ACV is the portion of the total EoP ACV Book of Business that is recurring in nature. We define ACV Book of Business as the sum of the ACV of all contracts that are active on the last day of the period pursuant to the effective dates and end dates of such contracts. ACV includes imagery licensing arrangements, data solutions, and dedicated image tasking capacity but excludes customers that are exclusively Planet Insights Platform (which has integrated the former Sentinel Hub platform) self-service paying users, as well as the value of any satellite services contracts. We define Percent of Recurring ACV as the dollar value of all data subscription contracts and the committed portion of usage-based contracts (excluding customers that are exclusively Planet Insights Platform self-service paying users) divided by the total dollar value of all contracts in our EoP ACV Book of Business. We believe Percent of Recurring ACV is useful to investors to better understand how much of our revenue is from customers that have the potential to renew their contracts over multiple years rather than being one-time in nature. We track Percent of Recurring ACV to inform estimates for the future revenue growth potential of our business and improve the predictability of our financial results. There are no significant estimates underlying management’s calculation of Percent of Recurring ACV, but management applies judgment as to which customers have an active contract at a period end for the purpose of determining EoP ACV Book of Business, which is used as part of the calculation of Percent of Recurring ACV. Percent of Recurring ACV was 98% for the fiscal year ended January 31, 2026, as compared to 97% for the fiscal year ended January 31, 2025.
Capital Expenditures as a Percentage of Revenue
Year Ended January 31,
Capital Expenditures as Percentage of Revenue
We define capital expenditures as purchases of property and equipment plus capitalized internally developed software development costs, which are included in our statements of cash flows from investing activities. We define Capital Expenditures as a Percentage of Revenue as the total amount of capital expenditures divided by total revenue in the reported period. Capital Expenditures as a Percentage of Revenue is a performance measure that we use to evaluate the appropriate level of capital expenditures needed to support demand for our data services and related revenue, and to provide a comparable view of our performance relative to other earth observation companies, which may invest significantly greater amounts in their satellites to deliver their data to customers. We use an agile space systems strategy, which means we invest in a larger number of significantly lower cost satellites and software infrastructure to automate the management of the satellites and to deliver our data to clients. As a result of our strategy and our business model, our capital expenditures may be more similar to software companies with large data center infrastructure costs. Therefore, we believe it is important to look at our level of capital expenditure investments relative to revenue when evaluating our performance relative to other earth observation companies or to other software and data companies with significant data center infrastructure investment requirements. We believe Capital Expenditures as a Percentage of Revenue is a useful metric for investors because it provides visibility to the level of capital expenditures required to operate our business and our relative capital efficiency. Capital Expenditures as a Percentage of Revenue increased to 26% for the fiscal year ended January 31, 2026, as compared to 20% for the fiscal year ended January 31, 2025. The increase was primarily attributable to an increase in capitalized labor and material related to the build of our next generation high resolution Pelican satellites and our medium resolution satellites. We expect our capital expenditures to continue to increase in the foreseeable future through purchases of property and equipment as we seek to grow the number of internal-use satellites in orbit. Additionally, working capital expenditures are expected to increase as we purchase raw materials inventories
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intended for customer-owned satellites.
Components of Results of Operations
Revenue
We derive revenue principally from licensing rights to use our imagery, dedicated capacity, data solutions and satellite services arrangements. These agreements vary by contract, however, generally they have annual or multi-year contractual terms and typically billed in advance either quarterly or annually. Imagery licensing and data solutions are delivered digitally through our online platform in addition to providing related services. Imagery licensing agreements vary by contract, but generally have annual or multi-year contractual terms. The data licenses are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to our imagery or derived imagery data, delivered by Planet or through partners, which may be downloaded over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content licenses. Additionally, we derive revenue through satellite services agreements in which we build and operate satellites owned by the customer. Satellite services contracts generally have fixed price, multi-year contractual terms.
We also provide a small amount of other services to customers, including professional services such as training, analytical services, and other value-added activities related to our imagery, data and technology. These revenues are recognized as the services are rendered, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services and analytics contracts. Training revenues are recognized as the services are performed.
Cost of Revenue
Cost of revenue consists of employee-related costs of performing account and data provisioning, customer support, satellite and engineering operations, as well as the costs of operating and retrieving information from the satellites, processing and storing the data retrieved. Cost of revenue also includes third party imagery expenses, depreciation of our satellites and ground stations, amortization of acquired intangibles and amortization of capitalized internal-use software related to creating imagery provided to customers. Cost of revenue for our satellite services arrangements includes employee-related costs of designing and manufacturing customer-owned satellites, mission systems engineering, satellite operations, software development, and maintenance, as well as satellite inventory materials, third-party fees for launch procurement, and ground station infrastructure.
Employee-related costs include salaries, benefits, bonuses and stock-based compensation. Cost of revenue includes costs from professional services, including costs paid to subcontractors, solution partners and certain third-party fees.
We expect cost of revenue to continue to increase as we invest in our delivery organization, build and launch satellites for customers that have purchased satellite services, incorporate third-party products into our solutions and introduce future product sets that may require higher compute capacity. As we continue to grow our subscription revenue contracts and increase the revenue associated with our analytic capabilities, we anticipate further economies of scale on our satellites and other infrastructure costs as we incur lower marginal cost with each new customer we add to our platform.
Research and Development
Research and development expenses primarily include personnel related expenses for employees and consultants, hardware costs, supplies costs, contractor fees and administrative expenses. Employee-related costs include salaries, benefits, bonuses and stock-based compensation. Expenses classified as research and development are expensed as
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incurred and attributable to advancing technology research, platform and infrastructure development and the research and development of new product iterations. Funding for our performance of research and development services under certain arrangements are recognized as a reduction of research and development expenses based on a cost incurred method.
We continue to iterate on the design of our satellites and the capabilities of our automated operations to optimize for efficiency and technical capability of each satellite. Costs associated with satellite and other space related research and development activities are expensed as incurred.
We intend to continue to invest in our software platform development, machine learning and analytic tools and applications and new satellite technologies for both the satellite fleet operations and data collection capabilities to drive incremental value to our existing customers and to enable us to expand our traction in emerging markets and with new customers. As a result of the foregoing, research and development expenditures may increase in future periods.
Sales and Marketing
Sales and marketing expenses primarily include costs incurred to market and distribute our products. Such costs include expenses related to advertising and conferences, sales commissions, salaries, benefits and stock-based compensation for our sales and marketing personnel and sales office expenses. Sales and marketing expenses also include fees for professional and consulting services principally consisting of public relations and independent contractor expenses. Sales commissions are capitalized when incurred and amortized on a straight-line basis over the period of benefit. Other sales and marketing costs are expensed as incurred.
We intend to continue to invest in our selling and marketing capabilities in the future and may increase this expense in future periods as we look to upsell new product features and expand into new market verticals. Selling and marketing expenses as a percentage of total revenue may fluctuate from period to period based on total revenue and the timing of our investments.
General and Administrative
General and administrative expenses include personnel-related expenses and facilities-related costs primarily for our executive, finance, accounting, legal and human resources functions. General and administrative expenses also include fees for professional services principally consisting of legal, audit, tax, and insurance, as well as executive management expenses. General and administrative costs are expensed as incurred.
We expect to continue to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance and reporting obligations of public companies, and increased costs for insurance, investor relations, and professional services. Our general and administrative expenses may increase in future periods and vary from period to period as a percentage of revenue, but we expect to continue to realize operating scale with respect to these expenses over time as we grow our revenue.
Interest Income
Interest income primarily consists of interest earned on our cash, cash equivalents and short-term investments. Our cash equivalent and short-term investment portfolio is invested with a goal of preserving our access to capital, and generally consists of money market funds, commercial paper, corporate debt securities and U.S. government and U.S. government agency debt securities.
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Interest Expense
Interest expense primarily consists of interest incurred on our convertible senior notes due 2030 (the "2030 Notes"), as well as the related amortization of deferred debt issuance costs for the 2030 Notes. Interest expense also includes interest incurred associated with a customer contract that contains a significant financing component.
Change in Fair Value of Warrant Liabilities
The change in fair value of warrant liabilities consists of the change in fair value of the public and private placement warrant liabilities. We expect to incur other incremental income or expense for fair value adjustments resulting from warrant liabilities that remain outstanding.
Other Income (Expense), net
Other income (expense), net, consists of net gains or losses on foreign currency and certain other non-operating income and expense items.
Provision for Income Taxes
Our income tax provision consists of an estimate for U.S. federal and state income taxes, as well as those foreign jurisdictions where we have business operations, based on enacted tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We believe that it is more likely than not that the majority of the U.S. and foreign deferred tax assets will not be realized. Accordingly, we recorded a valuation allowance against our deferred tax assets in these jurisdictions.
Results of Operations
Year Ended January 31, 2026 Compared to Year Ended January 31, 2025
The following table sets forth a summary of our consolidated results of operations for the years indicated and the changes between such periods.
Year Ended
January 31,
(in thousands, except percentages)
Change
Change
Revenue
Cost of revenue
Gross profit
Operating expenses
Research and development
Sales and marketing
General and administrative
Total operating expenses
Loss from operations
Interest income
Interest expense
Change in fair value of warrant liabilities
Other income (expense), net
Total other income (expense), net
Loss before provision for income taxes
Provision for income taxes
Net loss
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Revenue
Revenue increased $63.4 million, or 26%, to $307.7 million for the fiscal year ended January 31, 2026, from $244.4 million for the fiscal year ended January 31, 2025. The increase in revenue was primarily driven by a $64.0 million increase in the defense and intelligence vertical.
Cost of Revenue
Cost of revenue increased $30.6 million, or 29%, to $135.2 million for the fiscal year ended January 31, 2026, from $104.6 million for the fiscal year ended January 31, 2025. The increase was driven by a $14.5 million increase in costs paid to solution partners and subcontractors and a $11.8 million increase in employee-related costs, due to the allocation of labor to fulfill our satellite services contract performance obligations. The increase was also partially due to a $3.4 million increase in stock-based compensation expense, a $1.7 million increase in ground station expenses, and a $1.3 million increase in amortization expense. These increases were partially offset by a $3.5 million net decrease in depreciation expense, which was primarily due to a $10.1 million decrease from certain fully depreciated high resolution satellites and partially offset by a $3.5 million increase resulting from newly commissioned satellites and a $2.5 million increase resulting from a change in estimated useful life for a certain high resolution satellite in the fiscal year ended January 31, 2025. These increases were also partially offset by $1.3 million of severance and termination benefits charges recognized during the fiscal year ended January 31, 2025 associated with the 2024 headcount reduction.
Research and Development
Research and development expenses increased $5.7 million, or 6%, to $106.7 million for the fiscal year ended January 31, 2026, from $101.0 million for the fiscal year ended January 31, 2025. The increase was primarily due to a $11.2 million decrease in funding recognized for our research and development arrangements, which was primarily due to the substantial completion of the R&D Services Agreement in the fiscal year ended January 31, 2025. The increase was also partially due to a $2.8 million increase in stock-based compensation expense and a $2.4 million increase in spacecraft hardware costs for research and development activities. These increases were partially offset by a $4.7 million decrease in employee-related costs, primarily due to the allocation of labor to fulfill our satellite services contract performance obligations to cost of revenue. These increases were also partially offset by $3.4 million of severance and termination benefits charges recognized during the fiscal year ended January 31, 2025 associated with the 2024 headcount reduction and a $2.6 million decrease in launch provider costs associated with the launch of a satellite classified as experimental in the fiscal year ended January 31, 2025.
Sales and Marketing
Sales and marketing expenses decreased $5.0 million, or 6%, to $72.7 million, for the fiscal year ended January 31, 2026, from $77.7 million for the fiscal year ended January 31, 2025. The decrease was primarily due to $4.5 million of severance and termination benefits charges recognized during the fiscal year ended January 31, 2025 associated with the 2024 headcount reduction. The decrease was also partially due to a $1.3 million decrease in employee-related costs due to reduced headcount. These decreases were partially offset by a $1.5 million increase in sales commissions expense.
General and Administrative
General and administrative expenses increased $11.0 million, or 14%, to $88.1 million for the fiscal year ended January 31, 2026, from $77.1 million for the fiscal year ended January 31, 2025. The increase was primarily due to a $9.0 million increase in legal expenses, which was primarily due to litigation contingency expenses. The increase was also partially due to $2.1 million of accounts receivable write-offs in the fiscal year ended January 31, 2026 compared to $0.5 million of recoveries of previously written-off accounts receivable in the fiscal year ended January
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31, 2025. The increase was also partially due to a $1.4 million increase in employee-related costs and a $1.0 million increase in stock-based compensation expense. These increases were partially offset by a $1.6 million decrease in expense associated with the revaluation of the contingent consideration liability for the Sinergise customer consent escrow and $1.3 million decrease of severance and termination benefits charges recognized during the fiscal year ended January 31, 2025 associated with the 2024 headcount reduction.
Interest Income
Interest income increased $4.1 million, to $14.3 million for the fiscal year ended January 31, 2026, from $10.3 million for the fiscal year ended January 31, 2025. The increase was primarily due to an increase in our cash equivalent and short-term investment balances.
Interest Expense
Interest expense increased $2.6 million to $3.4 million for the fiscal year ended January 31, 2026, from $0.8 million for the fiscal year ended January 31, 2025. The increase was primarily due to $1.1 million of amortization of deferred debt discount and issuance costs and $0.9 million of interest incurred on our 2030 Notes in the fiscal year ended January 31, 2026.
Change in Fair Value of Warrant Liabilities
The change in fair value of warrant liabilities for the fiscal years ended January 31, 2026 and January 31, 2025 represents the change in fair value of the public and private placement warrants, which primarily fluctuates based on the change in trading price of our Class A common stock.
Other Income (Expense), net
Other income (expense), net of $3.4 million for the fiscal year ended January 31, 2026 includes a $5.5 million gain relating to insurance proceeds received for damage incurred to an experimental satellite. Other income (expense), net of $1.1 million for the fiscal year ended January 31, 2025 includes the derecognition of a $1.3 million liability for which settlement is not considered probable.
Provision for Income Taxes
Provision for income taxes increased $2.2 million, to $4.7 million for the fiscal year ended January 31, 2026, from $2.5 million for the fiscal year ended January 31, 2025. For the fiscal years ended January 31, 2026 and 2025, the income tax expense was primarily driven by the current tax on foreign earnings. The effective tax rate for the fiscal years ended January 31, 2026 and 2025 differed from the federal statutory tax rate primarily due to the valuation allowance on the majority of our U.S. and foreign deferred tax assets and foreign rate differences.
Non-GAAP Information
This Form 10-K includes Non-GAAP Gross Profit, Non-GAAP Gross Margin, Adjusted EBITDA and Backlog, which are non-GAAP measures that we use to supplement our results presented in accordance with U.S. GAAP. We include these non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments.
We define and calculate Non-GAAP Gross Profit as gross profit adjusted for stock-based compensation, amortization of acquired intangible assets, restructuring costs, and employer payroll taxes related to earnout share vesting. We define Non-GAAP Gross Margin as Non-GAAP Gross Profit divided by revenue.
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We define and calculate Adjusted EBITDA as net income (loss) before the impact of interest income and expense, income tax provision and depreciation and amortization, and further adjusted for the following items: stock-based compensation, change in fair value of warrant liabilities, other income (expense), net, restructuring costs, certain litigation expenses, and employer payroll taxes related to earnout share vesting.
We present Non-GAAP Gross Profit, Non-GAAP Gross Margin and Adjusted EBITDA because we believe these measures are frequently used by analysts, investors and other interested parties to evaluate companies in our industry and facilitate comparisons on a consistent basis across reporting periods. Further, we believe these measures are helpful in highlighting trends in our operating results because they exclude items that are not indicative of our core operating performance.
We define and calculate Backlog as remaining performance obligations plus the cancellable portion of the contract value for contracts that provide the customer with a right to terminate for convenience without incurring a substantive termination penalty and written orders where funding has not been appropriated. Backlog does not include unexercised contract options. Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, which includes both deferred revenue and non-cancelable contracted revenue that will be invoiced and recognized in revenue in future periods. Remaining performance obligations do not include contracts which provide the customer with a right to terminate for convenience without incurring a substantive termination penalty, written orders where funding has not been appropriated and unexercised contract options.
An increasing and meaningful portion of our revenue is generated from contracts with the U.S. government and other government customers. Cancellation provisions, such as termination for convenience clauses, are common in contracts with the U.S. government and certain other government customers. We present Backlog because the portion of our customer contracts with such cancellation provisions represents a meaningful amount of our expected future revenues. Management uses backlog to more effectively forecast our future business and results, which supports decisions around capital allocation. It also helps us identify future growth or operating trends that may not otherwise be apparent. We also believe Backlog is useful for investors in forecasting our future results and understanding the growth of our business. Customer cancellation provisions relating to termination for convenience clauses and funding appropriation requirements are outside of our control, and as a result, we may fail to realize the full value of such contracts.
Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, as a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. The non-GAAP financial measures presented are not based on any standardized methodology prescribed by U.S. GAAP and are not necessarily comparable to similarly-titled measures presented by other companies, which may have different definitions from ours. Further, certain of the non-GAAP financial measures presented exclude stock-based compensation expenses, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy.
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Non-GAAP Gross Profit and Non-GAAP Gross Margin
The table below reconciles Non-GAAP Gross Profit and Non-GAAP Gross Margin to Gross Profit and Gross Margin (the most directly comparable U.S. GAAP measure), for the periods indicated:
Year Ended January 31,
(in thousands, except percentages)
Gross Profit
Stock-based compensation
Amortization of acquired intangible assets
Restructuring costs (1)
Employer payroll taxes related to earnout share vesting
Non-GAAP Gross Profit
Gross Margin
Non-GAAP Gross Margin
(1) As part of the 2024 headcount reduction, we recognized $1.3 million of severance and other employee-related costs within cost of revenue for the fiscal year ended January 31, 2025. For the fiscal year ended January 31, 2025, the restructuring related stock-based compensation benefit recognized within cost of revenue of $0.2 million is included on its respective line item. Refer to Note 7 “ Restructuring ” to our consolidated financial statements in Item 8 of this Form 10-K.
Adjusted EBITDA
The table below reconciles Adjusted EBITDA to net loss (the most directly comparable U.S. GAAP measure), for the periods indicated:
Year Ended January 31,
(in thousands)
Net loss
Interest income
Interest expense
Income tax provision
Depreciation and amortization
Change in fair value of warrant liabilities
Stock-based compensation
Restructuring costs (1)
Certain litigation expenses (2)
Employer payroll taxes related to earnout share vesting
Other income (expense), net
Adjusted EBITDA
(1) As part of the 2024 headcount reduction, we recognized $10.6 million of severance and other employee-related costs for the fiscal year ended January 31, 2025. For the fiscal year ended January 31, 2025, the restructuring related stock-based compensation benefit recognized of $1.4 million is included on its respective line item. Refer to Note 7 “ Restructuring ” to our consolidated financial statements in Item 8 of this Form 10-K.
(2) Expenses relating to the Delaware class action lawsuit and an acquisition-related dispute. Refer to Note 10 “ Commitments and Contingencies ” to our consolidated financial statements in Item 8 of this Form 10-K.
There are a number of limitations related to the use of Adjusted EBITDA, including:
Adjusted EBITDA excludes stock-based compensation, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;
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Adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated and amortized will have to be replaced in the future;
Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments on debt, which reduces cash available to us;
Adjusted EBITDA does not include severance expense in conjunction with restructuring events, which reduces cash available to us;
Adjusted EBITDA does not reflect certain litigation expenses, consisting of legal fees and contingency accruals for certain proceedings, which reduces cash available to us;
Adjusted EBITDA does not reflect employer payroll taxes related to earnout share vesting, which reduces cash available to us;
Adjusted EBITDA does not reflect income tax expense that reduces cash available to us; and
the expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from similar measures when they report their operating results.
Backlog
The table below reconciles Backlog to remaining performance obligations for the periods indicated:
Year Ended January 31,
(in thousands)
Remaining performance obligations
Cancelable amount of contract value
Backlog
For remaining performance obligations as of January 31, 2026, the Company expects to recognize approximately 34% within the next 12 months, approximately 65% within the next 24 months, and the remainder thereafter. For Backlog as of January 31, 2026, the Company expects to recognize approximately 37% within the next 12 months, approximately 67% within the next 24 months, and the remainder thereafter.
Liquidity and Capital Resources
Since inception, we have incurred net losses. We recorded positive net cash flows from operations for the fiscal year ended January 31, 2026. Our operations have historically been primarily funded by the net proceeds from the sale of our debt and equity securities and borrowings under credit facilities, as well as cash received from our customers.
We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations, including debt obligations and convertible note repayment requirements, and other commitments, with cash flows from operations and other sources of funding. Our current working capital needs relate mainly to our continued development of our platform and product offerings in new markets, as well as compensation and benefits of our employees. Our ability to expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows.
In September 2025, we issued $460.0 million in aggregate principal amount of 0.50% Convertible Senior Notes due 2030, pursuant to the Indenture, dated September 12, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee. The total net proceeds from the offering, after deducting initial purchase discount and issuance costs, was $445.8 million. The 2030 Notes will mature on October 15, 2030, unless earlier repurchased, redeemed, or converted pursuant to their terms. In connection with the 2030 Notes, we entered into privately negotiated capped call transactions (the “Capped Calls Transactions”), which are expected generally to
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reduce the potential dilution to the Class A common stock upon any conversion of the 2030 Notes and/or offset any cash payments we are required to make in excess of the principal amount of the 2030 Notes, as the case may be, in the event that the market price per share of the Class A common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. Refer to Note 13 to our consolidated financial statements in Item 8 of this Form 10-K for more information regarding the 2030 Notes and the Capped Call Transactions.
As of January 31, 2026, and 2025, we had $229.4 million and $118.0 million, respectively, in cash and cash equivalents. Additionally, as of January 31, 2026, and 2025, we had short-term investments of $410.6 million and $104.0 million, respectively, which are highly liquid in nature and available for current operations. We believe our anticipated operating cash flows together with our cash on hand provide us with the ability to meet our obligations as they become due during the next 12 months.
We expect our capital expenditures and working capital requirements to continue to increase in the foreseeable future as we seek to grow our business. We could also need additional cash resources due to significant acquisitions, an accelerated manufacturing timeline for new satellites, competitive pressures or regulatory requirements. We may need to seek additional equity, equity-linked or debt financing. The issuance of additional shares may create additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating or financial covenants that would restrict our operations. We cannot assure you that any such financing will be available on favorable terms, or at all. If needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in software and market expansion efforts or to scale back our existing operations, which could have an adverse impact on our business and financial prospects.
As of January 31, 2026, our principal contractual obligations and commitments include lease obligations for real estate and ground stations, convertible note repayment requirements, and minimum purchase commitments for hosting services from Google, LLC. Refer to Notes 8, 10, 13, and 14 to our consolidated financial statements in Part 8 of this Form 10-K for more information regarding these cash requirements.
We do not engage in any off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, such as variable interest, special purpose, and structured finance entities.
Statement of Cash Flows
The following tables present a summary of cash flows from operating, investing and financing activities for the following comparative periods. For additional detail, refer to the consolidated statements of cash flows as presented within the consolidated financial statements.
Year Ended January 31,
(in thousands)
Net cash provided by (used in)
Operating activities
Investing activities
Financing activities
Net cash provided by (used in) operating activities
Net cash provided by operating activities for the fiscal year ended January 31, 2026, primarily consisted of the net loss of $246.9 million, adjusted for non-cash items and changes in operating assets and liabilities. Non-cash items primarily included a change in fair value of warrant liabilities of $161.4 million, stock-based compensation expense of $55.0 million, and depreciation and amortization expense of $41.8 million. The net change in operating assets and
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liabilities primarily consisted of a $151.1 million increase in deferred revenue and a $13.8 million increase in accounts payable, accrued and other liabilities, which were partially offset by a $30.2 million increase in accounts receivable and a $11.1 million increase in prepaid expenses and other assets.
Net cash used in operating activities for the fiscal year ended January 31, 2025, primarily consisted of the net loss of $123.2 million, adjusted for non-cash items and changes in operating assets and liabilities. Non-cash items primarily included stock-based compensation expense of $48.5 million, depreciation and amortization expense of $45.6 million, and a change in fair value of warrant liabilities of $15.1 million. The net change in operating assets and liabilities primarily consisted of a $13.3 million decrease in accounts payable, accrued and other liabilities and a $12.0 million increase in accounts receivable, which were partially offset by a $15.6 million increase in deferred revenue and a $8.4 million decrease in prepaid expenses and other assets.
Net cash provided by (used in) investing activities
Net cash used in investing activities for the fiscal year ended January 31, 2026, primarily consisted of purchases of available-for-sale securities of $428.0 million and purchases of property and equipment of $76.7 million, which were partially offset by maturities of available-for-sale securities of $90.0 million and sales of available-for-sale securities of $33.2 million.
Net cash provided by investing activities for the fiscal year ended January 31, 2025, primarily consisted of sales of available-for-sale securities of $192.5 million and maturities of available-for-sale securities of $61.4 million, partially offset by purchases of available-for-sale securities of $140.2 million, purchases of property and equipment of $44.3 million, and capitalized internal-use software costs of $5.3 million.
Net cash provided by (used in) financing activities
Net cash provided by financing activities for the fiscal year ended January 31, 2026, primarily consisted of proceeds from the issuance of the 2030 Notes, net of discount of $448.8 million and proceeds from the exercise of common stock options of $27.7 million, which were partially offset by payments for withholding taxes related to the net share settlement of equity awards of $72.7 million and purchases of capped calls of $39.6 million.
Net cash used in financing activities for the fiscal year ended January 31, 2025, primarily consisted of payments for withholding taxes related to the net share settlement of equity awards of $11.9 million and payments of contingent consideration for business acquisitions of $8.8 million, which was partially offset by proceeds from the exercise of common stock options of $4.4 million.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. The accounting policies described below have been identified as critical to our business operations and to understanding the results of our operations. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions.
Revenue Recognition
We derive revenue principally from licensing rights to use imagery, dedicated capacity, data solutions and satellite services arrangements. Imagery licensing and data solutions are delivered digitally through the Company's online platform in addition to providing related services.
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The recognition and measurement of revenue requires the use of judgments and estimates. Specifically, judgment is used in identifying the performance obligations, the standalone selling price (“SSP”) of the performance obligations, and the total cost estimated at completion when utilizing the cost-to-cost method.
At contract inception, we assess the product offerings in our contracts to identify performance obligations that are distinct. A performance obligation is distinct when it is separately identifiable from other items in a bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify the performance obligations, we consider all of the product offerings promised in the contract.
When our contracts with customers contain more than a single performance obligation, management allocates the total contract consideration to each performance obligation on a relative SSP basis. The SSP is the price at which we would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. We determine the SSP by considering our overall pricing practices and market conditions, including our discounting practices, the size and volume of our transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships.
Data licensing arrangements generally provide customers with the right to access imagery through our platform, download content on a limited or unlimited basis over the contractual period depending on the terms of the applicable contract, or provide both the right to access imagery and download content. We have determined that access to imagery through our online platform and the ability to download such imagery represent two separate performance obligations.
The Company has entered into multi-year satellite services agreements whereby customers purchase satellites manufactured by the Company. In connection with these arrangements, the Company may provide additional products and services such as ground station infrastructure and engineering, satellite operations and professional services, which generally represent distinct performance obligations.
In certain arrangements, revenue for satellites and ground station infrastructure is recognized over time as the work progresses when there is continuous transfer of control to the customer. For these performance obligations, and for certain engineering services, we recognize revenue over time utilizing the cost-to-cost method (cost incurred relative to total cost estimated at completion) because it best depicts the transfer of control to the customer as we incurs costs on the contracts. Our cost estimation process is based on the professional knowledge of our engineering, program management and financial professionals and draws on their significant experience and judgment. We prepare total cost estimated at completion for our contracts and calculate estimated revenues and costs over the life of our contracts. Our estimation of revenue, cost and progress toward completion requires the use of judgment. Judgments and estimates are re-assessed quarterly. Changes to the total cost estimated at completion are recorded as a cumulative catch-up adjustment. Adjustments in estimates could have a material impact on revenue recognition based on the significance of the adjustments. Factors considered in these estimates include our historical performance, the availability, productivity and cost of labor, the nature and complexity of work to be performed, availability and cost of materials, components and subcontracts, the risk and impact of delayed performance and the level of indirect cost allocations.
Property and Equipment and Long-lived Assets
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. Significant improvements that extend the useful life or add functionality to property and equipment are capitalized. Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset.
Costs directly associated with design, construction, launch, and commissioning of satellites and systems are capitalized when the design of the satellites and systems is at a sufficiently advanced stage such that we believe the
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recovery of the costs through future cash inflows to be probable. We capitalize materials, labor and launch costs (including integration and launch insurance costs) that are incurred and necessary for the satellites to be placed into service. We depreciate the cost of a satellite over its estimated useful life, using a straight-line method of depreciation, once it is placed into service, which is when we determine that the satellites are providing imagery that meets the required quality specifications for sale to our customers.
The estimated useful life over which we depreciate a satellite is determined once the satellite has been placed into service. The initial determination of the satellite’s useful life involves the consideration of multiple factors, including design life, random part failure probabilities, expected component degradation and cycle life, fuel consumption (where applicable), and experience with satellite parts, vendors and similar assets.
At least annually, or more frequently, should facts and circumstances indicate a need, we perform an assessment of the remaining useful lives of our property and equipment including our satellites. The assessment for satellites evaluates satellite usage data, remaining fuel (where applicable), operational stresses and other factors that may impact the satellite’s expected useful life.
The carrying amount of long-lived assets to be held and used in the business are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. This evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, or an asset group. If the carrying amount of the asset or asset group is not recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of each long-lived asset or asset group exceeds the fair value of the asset or asset group.
There were no material impairment charges recorded for long-lived assets during the fiscal years ended January 31, 2026, 2025 and 2024.
Recent Accounting Pronouncements
Refer to Note 2 to our consolidated financial statements included elsewhere in this Form 10-K for information regarding recently issued accounting pronouncements.
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Item 7A. Q uantitative and Qualitative Disclosures About Market Risk
We have in the past and may in the future be exposed to certain market risks, including foreign currency exchange risk, interest rate risk and inflation risk, in the ordinary course of our business. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.
Foreign Currency Exchange Risk
We are exposed to foreign currency exchange risk related to transactions in currencies other than the U.S. Dollar. Our foreign subsidiaries, revenue and operating expenses expose us to foreign currency exchange risk. For the fiscal years ended January 31, 2026, 2025 and 2024, approximately 30%, 27% and 24%, respectively, of our revenue was in foreign currencies. These sales were primarily denominated in Euro. We do not believe a 10% change in the relative value of the U.S. Dollar would have materially affected our consolidated financial statements for the periods presented.
Interest Rate Risk
As of January 31, 2026, we had cash and cash equivalents of $229.4 million and $410.6 million of short-term investments, consisting of available-for-sale securities. The available-for-sale securities are recorded at fair market value with unrealized gains or losses resulting from changes in fair value reported as a component of other comprehensive income (loss), net of tax.
Our cash equivalent and investment portfolio is invested with a goal of preserving our access to capital, and primarily consists of money market funds, commercial paper, corporate debt securities and U.S. government debt securities. We follow an established investment policy and set of guidelines to monitor and help mitigate our exposure to interest rate and credit risk. On September 12, 2025, we issued $460.0 million in aggregate principal amount of our 2030 Notes carrying a fixed interest rate of 0.50%. Due to the relatively short-term nature of our investment portfolio and fixed rate nature of our 2030 Notes, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 100 basis point change in interest rates would not have a material effect on our consolidated financial statements for the periods presented.
Inflation Risk
We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and operating results.
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Item 8. Fin ancial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 )
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Loss
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
Planet Labs PBC:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Planet Labs PBC and subsidiaries (the Company) as of January 31, 2026 and 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended January 31, 2026, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2026, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of the sufficiency of audit evidence over revenue recognition
As discussed in Note 2 to the consolidated financial statements, the Company derives its revenue principally from licensing rights to use imagery, dedicated capacity, data solutions and satellite services arrangements. Imagery licensing and data solutions are delivered digitally through the Company’s online platform in addition to providing related services. These agreements vary by contract, however, generally they have annual or multi-year contractual terms. The imagery licensing agreements are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to the Company’s imagery. The Company recorded $308 million in revenue for the year ended January 31, 2026.
We identified the evaluation of the sufficiency of audit evidence over revenue recognition for imagery licensing and data solutions as a critical audit matter. This matter required subjective auditor judgment because the Company’s revenue recognition process is highly automated using customized and proprietary IT applications. Auditor judgment was required in determining the nature and extent of audit evidence obtained over the information systems that process revenue transactions. Involvement of IT professionals with specialized skills and knowledge was required to assist with the determination of IT applications subject to testing and the performance and evaluation of certain procedures.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue recognition. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process. We involved IT professionals with specialized skills
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and knowledge, who assisted in testing controls related to the Company’s general information technology and application controls related to the IT applications used within the revenue recognition process. We assessed the recorded revenue by selecting a sample of transactions and comparing the amounts recognized for consistency with underlying documentation, including contracts with customers. In addition, we evaluated the overall sufficiency of audit evidence obtained by assessing the results of procedures performed, including appropriateness of the nature and extent of such evidence.
/s/ KPMG LLP
We have served as the Company’s auditor since 2024.
San Francisco, California
March 23, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Planet Labs PBC
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows of Planet Labs PBC (the Company) for the year ended January31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended January 31, 2024, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We served as the Company’s auditor from 2019 to 2024.
San Jose, California
March 28, 2024
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Planet Labs PBC
Consolidated Balance Sheets
January 31,
(in thousands, except share and par value amounts)
Assets
Current assets
Cash and cash equivalents
Restricted cash and cash equivalents, current
Short-term investments
Accounts receivable, net of allowance of $ 3 and $ 807 , respectively
Inventories
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Capitalized internal-use software, net
Goodwill
Intangible assets, net
Restricted cash and cash equivalents, non-current
Operating lease right-of-use assets
Other non-current assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable
Accrued and other current liabilities
Deferred revenue
Liability from early exercise of stock options
Operating lease liabilities, current
Public and private placement warrant liabilities
Total current liabilities
Deferred revenue
Deferred hosting costs
Public and private placement warrant liabilities
Operating lease liabilities, non-current
Contingent consideration
Convertible notes
Other non-current liabilities
Total liabilities
Commitments and contingencies (Note 10 )
Stockholders’ equity
Common stock, $ 0.0001 par value, 570,000,000 , 30,000,000 and 30,000,000 Class A,
Class B and Class C shares authorized at January 31, 2026 and 2025, 312,421,506
and 278,937,702 Class A shares issued and outstanding at January 31, 2026 and 2025,
respectively, 22,909,742 and 21,157,586 Class B shares issued and outstanding at
January 31, 2026 and 2025, respectively, 0 Class C shares issued and outstanding at
January 31, 2026 and 2025
Additional paid-in capital
Accumulated other comprehensive income (loss)
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements.
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Planet Labs PBC
Consolidated Statements of Operations
Year Ended January 31,
(in thousands, except share and per share amounts)
Revenue
Cost of revenue
Gross profit
Operating expenses
Research and development
Sales and marketing
General and administrative
Total operating expenses
Loss from operations
Interest income
Interest expense
Change in fair value of warrant liabilities
Other income (expense), net
Total other income (expense), net
Loss before provision for income taxes
Provision for income taxes
Net loss
Basic and diluted net loss per share attributable to common
stockholders
Basic and diluted weighted-average common shares
outstanding used in computing net loss per share
attributable to common stockholders
See accompanying notes to consolidated financial statements.
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Planet Labs PBC
Consolidated Statements of Comprehensive Loss
Year Ended January 31,
(in thousands)
Net loss
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment
Change in fair value of available-for-sale securities
Other comprehensive income (loss), net of tax
Comprehensive loss
See accompanying notes to consolidated financial statements.
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Planet Labs PBC
Consolidated Statements of Stockholders’ Equity
Common Stock
Additional
Paid-in
Accumulated
Other
Comprehensive
Accumulated
Total
Stockholders’
(in thousands, except share amounts)
Shares
Amount
Capital
Income (Loss)
Deficit
Equity
Balances at January 31, 2023
Issuance of Class A common stock from the exercise of common stock options
Issuance of Class A common stock upon vesting of restricted stock units
Issuance of Class A common stock for acquisition of business
Vesting of early exercised stock options
Class A common stock withheld to satisfy employee tax withholding obligations
Stock-based compensation
Net unrealized gain on available-for-sale securities, net of taxes
Other
Change in translation
Net loss
Balances at January 31, 2024
Issuance of Class A common stock from the exercise of common stock options
Issuance of Class A common stock upon vesting of restricted stock units
Issuance of Class A common stock for employee stock purchase program
Vesting of early exercised stock options
Class A common stock withheld to satisfy employee tax withholding obligations
Stock-based compensation
Net unrealized loss on available-for-sale securities, net of taxes
Change in translation
Net loss
Balances at January 31, 2025
Issuance of Class A common stock from the exercise of common stock options
Issuance of Class A common stock upon vesting of restricted stock units
Issuance of Class A common stock for employee stock purchase program
Issuance of Class A common stock from the exercise of public warrants
Issuance of Class A and Class B common stock upon vesting of earn-out contingent consideration
Vesting of early exercised stock options
Class A common stock withheld to satisfy employee tax withholding obligations
Purchase of capped call transactions
Stock-based compensation
Net unrealized gain on available-for-sale securities, net of taxes
Change in translation
Net loss
Balances at January 31, 2026
See accompanying notes to consolidated financial statements.
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Planet Labs PBC
Consolidated Statements of Cash Flows
Year Ended January 31,
(in thousands)
Operating activities
Net loss
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization
Stock-based compensation, net of capitalized cost of $ 2,605 , $ 2,339 and
$ 2,344 , respectively
Change in fair value of warrant liabilities
Change in fair value of contingent consideration
Other
Changes in operating assets and liabilities
Accounts receivable
Inventories
Prepaid expenses and other assets
Accounts payable, accrued and other liabilities
Deferred revenue
Deferred hosting costs
Net cash provided by (used in) operating activities
Investing activities
Purchases of property and equipment
Capitalized internal-use software
Maturities of available-for-sale securities
Sales of available-for-sale securities
Purchases of available-for-sale securities
Business acquisition, net of cash acquired
Purchases of licensed imagery intangible assets
Other
Net cash provided by (used in) investing activities
Financing activities
Proceeds from the exercise of common stock options
Payments for withholding taxes related to the net share settlement of
equity awards
Proceeds from employee stock purchase program
Payments of contingent consideration for business acquisitions
Payment of indemnification holdback for business acquisition
Proceeds from issuance of convertible notes, net of discount
Payment of debt issuance costs
Proceeds from the exercise of warrants
Purchase of capped call transactions
Other
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents, and restricted
cash and cash equivalents
Net increase (decrease) in cash and cash equivalents, and restricted cash
and cash equivalents
Cash and cash equivalents, and restricted cash and cash equivalents at the
beginning of the period
Cash and cash equivalents, and restricted cash and cash equivalents
at the end of the period
Supplemental disclosures of noncash investing and financing activities
Contingent consideration for business acquisition
Issuance of Class A common stock for business acquisition
Transfers from property and equipment, net to inventories, net
Accrued purchase of property and equipment
See accompanying notes to consolidated financial statements.
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Planet Labs PBC
Notes to Consolidated Financial Statements
Organization
Planet Labs PBC (“Planet,” or the “Company”) was founded to design, construct, and launch constellations of satellites with the intent of providing high cadence geospatial data delivered to customers via an online platform. The Company’s mission is to use space to help life on Earth, by imaging the world every day and making global change visible, accessible, and actionable. The Company is headquartered in San Francisco, California, with operations throughout the United States ( “ U.S.”), Canada, Asia and Europe. The Company has wholly-owned foreign subsidiaries in Canada, Germany, Luxembourg, Singapore, Slovenia, Austria, the Netherlands, the United Kingdom, and Japan.
On July 7, 2021, Planet Labs Inc. (“Former Planet”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with dMY Technology Group, Inc. IV (“dMY IV”), a special purpose acquisition company (“SPAC”) incorporated in Delaware on December 15, 2020, Photon Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV (“First Merger Sub”), and Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”). Pursuant to the Merger Agreement, on December 7, 2021, First Merger Sub merged with and into Former Planet (the “Surviving Corporation”), with Former Planet surviving the merger as a wholly owned subsidiary of dMY IV (the “First Merger”), and the Surviving Corporation merged with and into dMY IV, with dMY IV surviving the merger (the “Business Combination”). Following the completion of the Business Combination, dMY IV was renamed Planet Labs PBC.
Former Planet was incorporated in the state of Delaware on December 28, 2010 and the name was changed to Planet Labs Inc. on June 24, 2013.
Basis of Preparation and Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and include the accounts of Planet Labs PBC and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year end is January 31.
Liquidity
Since its inception, the Company has incurred net losses. We recorded positive net cash flows from operations for the fiscal year ended January 31, 2026. The Company expects to incur additional operating losses as it seeks to grow its business. As of January 31, 2026 and 2025, the Company had $ 229.4 million and $ 118.0 million of cash and cash equivalents, respectively. Additionally, as of January 31, 2026 and 2025, the Company had short-term investments of $ 410.6 million and $ 104.0 million, respectively, which are highly liquid in nature and available for current operations.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The significant estimates and assumptions that affect the Company’s consolidated financial statements include, but are not limited to, the useful lives of property and equipment, capitalized internal-use software and intangible assets, allowances for
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credit losses for available-for-sale debt securities and accounts receivable, estimates related to revenue recognition, including the assessment of performance obligations within a contract, the determination of standalone selling price (“SSP”) for each performance obligation, assumptions used to measure the fair value of noncash consideration, and estimates used in the cost-to-cost measure of progress. Significant estimates and assumptions also include assumptions used to measure the fair value of private placement warrants, the fair value of assets acquired and liabilities assumed from business combinations, the fair value of contingent consideration for business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, provision for excess or obsolete inventory, and contingencies.
These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, due to the inherent uncertainties in making estimates, actual results could differ from those estimates and such differences may be material to the consolidated financial statements.
Due to current geopolitical events, including the war in Ukraine, the conflicts in the Middle East, and military operations in Venezuela, there is ongoing uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities. These estimates and assumptions may change in the future, as new events occur and additional information is obtained.
Short-term investments
The Company’s short-term investments are designated as available-for-sale and are recorded at fair value each reporting period, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. Investments with original maturities greater than 90 days and remaining maturities of less than one year are classified within short-term investments on the Company’s consolidated balance sheets. In addition, investments with maturities beyond one year at the time of purchase that are highly liquid in nature and represent the investment of cash that is available for current operations are classified as short-term investments.
Unrealized gains and losses of available-for-sale securities are excluded from earnings and are reported as a component of Other comprehensive income (loss), net of tax, until the security is sold, the security has matured, or the Company determines that the fair value of the security has declined below its adjusted cost basis and the decline is not due to a credit loss. Realized gains and losses on short-term investments are calculated based on the specific identification method and are reclassified from accumulated other comprehensive income (loss) to other income (expense), net on the consolidated statements of operations.
Short-term investments are evaluated for allowances and impairment quarterly. The Company considers various factors in determining whether an allowance for expected credit losses or an impairment charge should be recognized, such as the credit quality of the issuer, the duration, severity of and the reason for the decline in value, the potential recovery period, and the Company’s intent to sell. No allowances or impairment charges were recognized during the fiscal years ended January 31, 2026, 2025, and 2024 .
Accounts Receivable and Allowances
Accounts receivable include amounts billed and billable to customers for services or products provided as of the end of the applicable period and do not bear interest. Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The allowance is assessed by applying a historical loss-rate methodology in accordance with ASC Topic 326, Financial Instruments— Credit Losses, adjusted as necessary based on the Company's review of accounts receivable, specifically reviewing factors including the age of the balances, customer payment history, creditworthiness, and other factors. The Company also
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considers market conditions and current and expected future economic conditions to inform adjustments to historical loss data. Expected credit losses are recorded as general and administrative expenses on the consolidated statements of operations.
Fair Value Measurement
Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an “exit price”), in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date.
The Company measures fair value based on a three-level hierarchy of inputs, maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. A financial instrument’s level within the three-level hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three-level hierarchy of inputs is as follows:
Level 1: Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation.
The Company’s assets and liabilities measured at fair value on a recurring basis consist of cash and cash equivalents, short-term investments, restricted cash and cash equivalents, accrued liabilities, contingent consideration for acquisitions, and warrant liabilities.
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash, cash equivalents, short-term investments and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company’s cash, cash equivalents and short-term investments are deposited with or held by financial institutions in the U.S., Canada, Germany, the Netherlands, Slovenia, Austria, and Singapore. The Company generally does not require collateral to support the obligations of the counterparties and deposits at financial institutions may, at times, be in excess of federal or national insured limits or deposit-guarantee limits in each of the respective countries. The Company has not experienced material losses on its deposits. The maximum amount of loss as of January 31, 2026 that the Company would incur if parties to cash, cash equivalents, and short-term investments failed completely to perform according to the terms of the contracts is $ 637.9 million.
Accounts receivable are typically unsecured and are derived from revenue earned from customers across various countries. As of January 31, 2026 , one customer accounted for 33 % of accounts receivable. As of January 31, 2025 , one customer accounted for 12% or more of accounts receivable. Two customers accounted for 13 % and 12 % of revenue for the fiscal year ended January 31, 2026 . One customer accounted for 19 %, and 21 % of revenue for the fiscal years ended January 31, 2025, and 2024, respectively.
The Company’s offerings depend on continued and new approvals from the Federal Communications Commission (“FCC”), National Oceanic and Atmospheric Administration (“NOAA”), and other U.S. and international regulatory
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agencies for the Company to continue its operations. There can be no assurance that the Company’s operations will continue to receive the necessary approvals or that such operations will be supported by the U.S. government or other governments. If the Company was denied such approvals, if such approvals were delayed, or if the U.S. government’s or other governments’ policies change, these events may have a material adverse impact on the Company’s financial position and results of operations.
The Company contracts with certain third-party service providers to launch satellites. Service providers who provide these services are limited. The inability of launch service providers to contract with the Company could materially impact future operating results.
Inventories
Inventories primarily consist of satellite material and are recorded at the lower of cost or net realizable value. Cost is determined using the average cost method. Work in process and finished goods primarily consists of materials and labor associated with existing customer contract requirements. If events or changes in circumstances indicate that the utility of our inventories have diminished through damage, deterioration, obsolescence, changes in price or other causes, a loss is recognized in the period in which it occurs.
The Company classifies satellite material as either inventory or property and equipment based on the Company's intended use at the time of procurement. If intended use subsequently changes, costs are reclassified between inventory and property and equipment based on the carrying amount on the date of transfer.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. Significant improvements that extend the useful life or add functionality to property and equipment are capitalized. Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows:
Estimated useful life
(in years)
Computer equipment and purchased software
Office furniture, equipment and fixtures
Satellites
Ground stations and ground station equipment
Leasehold improvements
lesser of useful life or term of lease
Costs directly associated with design, construction, launch, and commissioning of satellites and systems are capitalized when the design of the satellites and systems is at a sufficiently advanced stage such that the Company believes that recovery of the costs through future cash inflows is probable. The Company capitalizes material, labor and launch costs (including integration and launch insurance costs) that are incurred and necessary for the satellites to be placed into service. The Company depreciates the cost of a satellite over its estimated useful life, using the straight-line method of depreciation, once it is placed into service, which is when the Company determines that the satellites are providing imagery that meets the required quality specifications for sale to its customers.
The estimated useful life over which the Company depreciates a satellite is determined once the satellite has been placed into service. The initial determination of the satellite’s useful life involves the consideration of multiple factors, including design life, random part failure probabilities, expected component degradation and cycle life, fuel consumption (where applicable), and experience with satellite parts, vendors and similar assets.
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At least annually, or more frequently, should facts and circumstances indicate a need, the Company performs an assessment of the remaining useful lives of its property and equipment including its satellites. The assessment for satellites evaluates satellite usage data, remaining fuel (where applicable), operational stresses and other factors that may impact the satellite’s expected useful life.
During the fiscal year ended January 31, 2024, additional information specific to certain high resolution satellites became available indicating that the useful lives of these satellites will be less than originally estimated. The changes in estimated useful lives for these satellites were accounted for prospectively, resulting in an increase of depreciation expense of $ 7.0 million and an increase in basic and diluted net loss per share attributable to common stockholders of approximately $ 0.02 for the fiscal year ended January 31, 2024.
Leases
The Company’s leasing activities primarily consist of real estate leases for its operations, including office space, and certain ground station service agreements that convey the right to control the use of specified equipment and facilities. The Company assesses whether each lease is an operating or finance lease at the lease commencement date. As of January 31, 2026, the Company had no finance leases.
The Company’s lease agreements do not contain residual value guarantees or material restrictive covenants.
Certain of the Company’s leases include escalation clauses, options to renew and options for early termination. The Company utilizes the base, non-cancelable period as the lease term when initially recognizing right-of-use assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised.
Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheet and expense for these leases are recognized on a straight-line basis over the lease term. The Company does not separate lease and non-lease components for its operating leases. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs.
As the rate implicit in the lease is generally not readily determinable for the Company’s operating leases, the discount rates used to determine the present value of the Company’s lease liabilities are based on the Company’s incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. To determine the incremental borrowing rate, the Company references market yield curves which are risk-adjusted to approximate a collateralized rate.
Capitalized Internal-Use Software Development Costs
Costs directly attributable to the development of internal-use software are capitalized when the preliminary design of the software is completed, management has committed funding to proceed with the development and confirmed adequate probability that the project will be completed and the software will function as intended. Capitalization is discontinued when the project is substantially completed and ready for its intended use. The Company capitalizes labor costs that are incurred and necessary for the software to be placed into service and any interest costs apportioned to the project, if material. The Company amortizes capitalized internal-use software development costs, once it is placed into service, over its estimated useful life using the straight-line method, which is generally one to four years based on management’s determination of the duration of time during which the related software will be in use and contributing to the Company’s cash flows.
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Impairment of Long-Lived Assets
The carrying amount of long-lived assets, including finite-lived intangible assets, property and equipment, and operating lease right-of-use assets to be held and used in the business are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset or asset group may be impaired. When impairment indicators are present, the recoverability of the long-lived asset (or asset group) is measured by comparing the carrying value of the asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the assets or asset group is not recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the long-lived asset or asset group exceeds the fair value of the assets or asset group.
There were no material impairment charges recorded for the Company’s long-lived assets during the fiscal years ended January 31, 2026, 2025 and 2024 .
Restructuring Charges
The Company’s restructuring plans have historically focused on workforce reductions. Workforce reduction charges primarily include employee termination benefits consisting of severance and other employee-related costs and are generally recognized when payments are probable and amounts are estimable. Although the Company does not anticipate significant changes, the actual costs may differ from these estimates.
Business Combinations
The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of net assets acquired, including intangible assets and related goodwill. The Company allocates the fair value of purchase consideration to the assets acquired, liabilities assumed, and non-controlling interests in the acquired entity based on their fair values at the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. There are different valuation models for each component, the selection of which requires judgment. These determinations will affect the amount of amortization expense recognized in future periods. The Company bases its fair value estimates on assumptions it believes are reasonable but recognizes that the assumptions are inherently uncertain.
Acquisition-related costs are accounted for as expenses in the period in which they are incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements as of the acquisition date.
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Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not subject to amortization and is tested for impairment at least annually, during the fourth quarter of each fiscal year, or more frequently if events or circumstances indicate that the asset might be impaired, at the reporting unit level. A reporting unit, as defined under applicable accounting guidance, is an operating segment or one level below an operating segment. In assessing goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors including economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should the Company conclude that it is more likely than not that the recorded goodwill amounts have been impaired, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing a quantitative impairment test. Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. Significant judgment is applied when goodwill is assessed for impairment. No goodwill impairment was recorded for the Company’s reporting unit during the fiscal years ended January 31, 2026, 2025 and 2024 .
Intangible Assets
Intangible assets with finite useful lives are carried at cost, net of accumulated amortization and impairment, where applicable. Amortization is recorded over the estimated useful lives of the assets on a straight-line basis as follows:
Estimated
useful life
(in years)
Developed technology
Imagery library
Customer relationships
Trade names and other
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”).
The Company derives its revenue principally from licensing rights to use imagery, dedicated capacity, data solutions and satellite services arrangements. Imagery licensing and data solutions are delivered digitally through the Company's online platform in addition to providing related services.
The Company also provides a small amount of other services to customers, including professional services such as training, analytical services, research and development services to third parties, and other value-added activities related to imagery products. These revenues are recognized as the services are rendered, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Training revenues are recognized as the services are performed.
Imagery Licensing, Dedicated Capacity and Data Solutions
Imagery licensing arrangements generally provide customers with the right to access imagery through the Company’s platform, download content on a limited or unlimited basis over the contractual period depending on the terms of the applicable contract, or provide both the right to access imagery and download content. The Company also provides dedicated image tasking capacity over a specific area of interest. These agreements vary by contract,
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however, generally they have annual or multi-year contractual terms and typically billed in advance either quarterly or annually. The imagery licensing agreements are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to the Company’s imagery that may be downloaded or tasked over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content or archive access licenses. The Company’s imagery licensing agreements, dedicated capacity and service agreements are often non-cancelable and do not contain refund-type provisions.
The Company identifies platform access and imagery downloads as separate performance obligations. Revenue for platform access and dedicated tasking capacity is recognized ratably over the contract term as the customer simultaneously receives and consumes the benefits.
Revenue for existing archived imagery (which has significant standalone functionality) is recognized at a point in time when the imagery is available for download, which is typically at contract commencement. The portion of the contract consideration related to the download of existing archived imagery content is generally not significant Revenue for monitoring imagery downloads is recognized over the contract term using a usage-based output measure. However, if the contract provides for unlimited downloads, revenue is recognized ratably on a straight-line basis over the term of the contract.
The Company also has a small number of large contracts that have required payment terms that are monthly or quarterly in arrears.
The Company provides data solutions offerings, providing customers with services related to site monitoring, change detection, vessel detection and enhanced analytics. The Company's data solutions are offered on a subscription basis and are generally purchased via fixed price contracts for continuous access over the contract period. In most cases, data solutions offerings are accounted for as a single performance obligation due to the integrated nature of the Company's data solutions content. The Company determined that the contractual consideration related to data solutions access subscriptions is recognized ratably over the contract period as the Company has a stand-ready obligation to provide continuous access to the solutions.
Satellite Services
The Company has entered into multi-year satellite services agreements whereby customers purchase satellites manufactured by the Company. In connection with these arrangements, the Company may provide additional products and services such as ground station infrastructure and engineering, satellite operations and professional services, which generally represent distinct performance obligations. These arrangements are fixed price contracts whereby the Company generally invoices based on specified contractual milestones.
Revenue for satellites and ground station infrastructure purchased by customers is recognized at a point in time when control of the products transfers, which is generally upon customer acceptance. In certain arrangements, revenue for satellites and ground station infrastructure is recognized over time as the work progresses when there is continuous transfer of control to the customer, which is supported either by either the Company's rights to payment of the transaction price associated with work performed to date that does not have an alternative use to the Company or by contractual termination clauses. Revenue for engineering, satellite operations and professional services is recognized over time.
For satellites, ground station infrastructure, and certain engineering services revenue recognized over time, the Company utilizes the cost-to-cost method (cost incurred relative to total cost estimated at completion) because it best depicts the transfer of control to the customer as the Company incurs costs on the contracts. Use of the cost-to-cost method requires the Company to make reasonable estimates regarding the estimation of total costs at completion. Changes to the estimation of total costs at completion are recorded as a cumulative catch-up adjustment.
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In connection with certain satellite services agreements, the Company is provided with image licensing rights for certain imagery generated from satellites purchased by the customer. The Company determined that the rights represent noncash consideration. Noncash consideration is reflected in the transaction price at its fair value measured at contract inception.
The Company determines revenue recognition in accordance with ASC 606 through the following five steps:
(1) Identify the contract with a customer: The Company considers the terms and conditions of the contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation.
(2) Identify the performance obligations in the contract: At contract inception, the Company assesses the product offerings in its contracts to identify performance obligations that are distinct. A performance obligation is distinct when it is separately identifiable from other items in a bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify the performance obligations, the Company considers all of the product offerings promised in the contract.
(3) Determine the transaction price: The transaction price is the total amount of consideration that the Company expects to be entitled to in exchange for the product offerings in a contract. The prices of the Company's products are generally fixed at contract inception and therefore, the Company’s contracts do not contain a significant amount of variable consideration. From time to time, the Company may enter into contracts with its customers that provide a form of variable consideration. For these arrangements, the Company estimates the variable consideration at the contract inception based on the most likely amount in a range of possible outcomes. The estimate of variable consideration is reassessed on a quarterly basis.
(4) Allocate the transaction price to the performance obligations in the contract: When the Company’s contracts with customers contain more than a single performance obligation, management allocates the total contract consideration to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP by considering its overall pricing practices and market conditions, including the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships.
(5) Recognize revenue when a performance obligation is satisfied: Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service to a customer. Revenue is recognized when control of the services is transferred to the customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those services.
Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the underlying performance obligations have been satisfied. Advance payments from customers have been categorized as current or non-current deferred revenue based on the expected performance date.
The Company recognizes revenue on a gross basis. The Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer.
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Revenue excludes sales and usage-based taxes where it has been determined that the Company is acting as a pass through agent.
The Company applied the practical expedient in Topic 606 and does not evaluate contracts of one year or less for the existence of a significant financing component. For the fiscal year ended January 31, 2026 and 2025 , the Company recognized $ 1.5 million and $ 0.8 million of interest expense associated with a multi-year customer contract that contains a significant financing component, respectively. For the fiscal years ended January 31, 2024 , there was no interest expense to recognize relating to a significant financing component.
Cost of Revenue
Cost of revenue consists of employee-related costs of performing account and data provisioning, customer support, satellite and engineering operations, as well as the costs of operating and retrieving information from the satellites, processing and storing the data retrieved. Cost of revenue also includes third party imagery expenses, depreciation of the Company's satellites and ground stations, amortization of acquired intangibles and the amortization of capitalized internal-use software related to creating imagery provided to customers. Cost of revenue for our satellite services arrangements includes employee-related costs of designing and manufacturing customer-owned satellites, mission systems engineering, satellite operations, software development, and maintenance, as well as satellite inventory materials, third-party fees for launch procurement, and ground station infrastructure.
Employee-related costs include salaries, benefits, bonuses and stock-based compensation. Cost of revenue from professional services consists primarily of employee-related costs associated with providing these services, including costs paid to subcontractors and certain third-party fees.
Research and Development
Research and development expenses primarily include personnel related expenses for employees and consultants, hardware costs, supplies costs, contractor fees and administrative expenses. Employee-related costs include salaries, benefits, bonuses and stock-based compensation. Expenses classified as research and development are expensed as incurred and attributable to advancing technology research, platform and infrastructure development and the research and development of new product iterations.
The Company continues to iterate its satellites and operations for optimal efficiency and function. Costs associated with satellite and other space related research and development activities are expensed as incurred.
Funding for the Company’s performance of research and development services under certain arrangements (see Note 9) are recognized as a reduction of research and development expenses based on measurement of progress using the input method.
Sales and Marketing
Sales and marketing expenses primarily include costs incurred to market and distribute the Company’s products. Such costs include expenses related to advertising and conferences, sales commissions, salaries, benefits and stock-based compensation for the Company’s sales and marketing personnel and sales office expenses. Sales and marketing expenses also include fees for professional and consulting services principally consisting of public relations and independent contractor expenses. Sales commissions are capitalized when incurred and amortized on a straight-line basis over the period of benefit. Other sales and marketing costs are expensed as incurred. Advertising expenses for the fiscal years ended January 31, 2026, 2025 and 2024 were not significant.
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General and Administrative
General and administrative expenses include personnel-related expenses and facilities-related costs primarily for its executive, finance, accounting, legal and human resources functions. General and administrative expenses also include fees for professional services principally comprised of legal, audit, tax, and insurance, as well as executive management expenses. General and administrative costs are expensed as incurred.
Income Taxes
The Company is subject to income taxes in the U.S. and various foreign jurisdictions and uses estimates in determining its provisions for income taxes.
The Company accounts for income taxes under the asset and liability method. Deferred assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized.
The Company recognizes and measures uncertain tax positions in accordance with ASC 740, Income Taxes, which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken in a tax return, in the consolidated financial statements. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained.
The global intangible low-taxed income (GILTI) provisions of the Tax Cut and Jobs Act impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporation. The Company elects to treat any potential GILTI inclusions as a period cost.
Stock-Based Compensation
The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which require compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company determines the fair value of stock-based awards granted or modified, using appropriate valuation techniques. The Company recognizes forfeitures as they occur.
The grant date fair value of stock options granted is estimated using the Black-Scholes option pricing model. The Company records stock-based compensation expense for stock options on a straight-line basis over the requisite service period, which is generally four years .
The fair value of Restricted Stock Units (“RSUs”) is the fair value of the underlying stock at the measurement date based on its quoted market price on the NYSE. For RSU awards that are subject only to a time-based service vesting requirement, the Company records stock-based compensation expense on a straight-line basis over the requisite service period, which is generally four years . For RSU awards that are subject to both time-based service and performance condition (including liquidity event) vesting requirements, no expense is recognized until it is probable that the vesting criteria would be met. Stock-based compensation expense for RSU awards with performance and other vesting criteria is recognized as expense under an accelerated graded vesting model.
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Pursuant to the Merger Agreement for the Business Combination, Former Planet equity holders, including Former Planet equity award holders, have the right to receive earn-out consideration (the “Earn-out Shares”). The Earn-out Shares may be earned in four equal tranches based on market condition vesting requirements (see Note 15).
The Earn-out Shares allocated to Former Planet equity award holders are accounted for as stock-based compensation pursuant to ASC 718, Compensation—Stock Compensation, because service must be provided through each market condition vesting requirement. The fair value of the Earn-out Shares allocated to Former Planet equity award holders was determined upon the close of the Business Combination which is recognized as stock-based compensation expense over the requisite service period. Compensation expense for awards with market conditions is not reversed if the market condition is not met.
The fair value of the Earn-out Shares was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. This valuation model requires inputs such as the fair value of the Company’s Class A common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The fair value of the Company’s Class A common stock is the closing stock price on the NYSE as of the measurement date. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected term of the Earn-out Shares, which is five years from the closing of the Business Combination. The Company’s volatility was derived from several publicly traded peer companies. The Company had historically been a private company and lacked sufficient company-specific historical and implied volatility information. Therefore, the Company estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. The requisite service period for each of the four vesting tranches for the Earnout Shares was derived from the median time to vest for each tranche utilizing the same simulation model that produced the fair value estimate.
Public and Private Placement Warrant Liabilities
In connection with dMY IV’s initial public offering, which occurred on March 9, 2021, dMY IV issued 34,500,000 units, consisting of one share of Class A common stock of dMY IV and one-fifth of one redeemable warrant, at a price of $ 10.00 per unit (the “Public Warrants”). Simultaneously with the closing of its initial public offering, dMY IV completed the private sale of 5,933,333 warrants to dMY Sponsor IV, LLC (the “dMY Sponsor”) at a purchase price of $ 1.50 per warrant (the “Private Placement Warrants”). Additionally, pursuant to a lock-up agreement entered into with the dMY Sponsor in connection with the Business Combination, 2,966,667 of the Private Placement Warrants are subject to vesting conditions (the “Private Placement Vesting Warrants”). See Note 12 for further details relating to the Public Warrants and Private Placement Warrants.
The Company evaluated the Public Warrants and Private Placement Warrants, which are warrants for Class A common stock, under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A stockholders. As there are two classes of common stock, not all of the stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the warrants do not meet the conditions to be classified in equity. Since the Public Warrants and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date.
The Public Warrants are traded on the NYSE and are recorded at fair value using the closing price as of the measurement date.
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The fair value of the Private Placement Warrants (excluding the Private Placement Vesting Warrants) are estimated using the Black-Scholes option pricing model. Due to the market condition vesting requirements, the fair value of the Private Placement Vesting Warrants are estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. These valuation models require inputs such as the fair value of the Company’s Class A common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The fair value of the Company’s Class A common stock is the closing stock price on the NYSE as of the measurement date. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected term of the Private Placement Warrants, which is five years from the closing of the Business Combination. As of January 31, 2026, the Company used the historical volatility of its Class A common stock and implied volatility from publicly traded stock options for the applicable valuation models.
Foreign Currency Transactions and Translation
The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s subsidiaries has been determined to be either the U.S. dollar, Euro or Canadian dollar as the case may be. Revenue and expenses of the Company’s foreign subsidiaries, with a functional currency of either Euro or Canadian dollar, are translated into U.S. dollars using the monthly average exchange rates prevailing during the period. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity.
Transactions denominated in currencies other than the functional currency are recorded based on the exchange rates at the time of the transaction. Monetary assets and liabilities are subject to remeasurement at the exchange rate in effect at the balance sheet date, with subsequent changes in exchange rates resulting in transaction gains or losses, which are included within other income (expense), net in the consolidated statements of operations. Foreign currency gain (loss) was $ 2.2 million, $( 0.1 ) million and $( 0.5 ) million for the years ended January 31, 2026, 2025 and 2024 , respectively.
Segments
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. In evaluating operating segments, the Company considers: its internal organizational structure; the availability of separate financial information; and the criteria used by the Company’s CODM, its Chief Executive Officer, to evaluate performance. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.
See Note 18, Segment and Geographic Information, for financial information for the Company’s reportable segment and long-lived assets by geographic region.
Net Loss Per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company had no participating securities outstanding during any of the periods presented.
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Basic net loss per share attributable to common stockholders is the same for Class A and Class B shares of common stock because they are entitled to the same liquidation and dividend rights. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding.
Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities outstanding for the period. For the fiscal years ended January 31, 2026, 2025 and 2024 , all potentially dilutive securities were antidilutive and accordingly, basic net loss per share equals diluted net loss per share.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (“Topic 740”): Improvements to Income Tax Disclosures , to enhance the transparency and decision usefulness of income tax disclosures, primarily through changes around the effective tax rate reconciliation and income taxes paid information. The Company adopted the new guidance on a prospective basis for the fiscal year ended January 31, 2026. See Note 16, Income Taxes. The adoption of the new guidance did not have an impact on the Company’s consolidated financial results, statements of operations, or statements of cash flows.
Recent Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , to enhance specified information about certain costs and expenses at each interim and annual reporting period so that investors can better understand an entity’s overall performance. Additionally, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of ASU No. 2024-03. The guidance is effective for annual beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 31, 2027, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (“Topic 326”) , which provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and contract assets. The guidance is effective for annual periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which revises the recognition guidance for internal-use software by eliminating the previous model based on software development stages and introducing a principles-based approach. The guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.
Revenue
Deferred Revenue
During the fiscal years ended January 31, 2026, 2025 and 2024 , the Company recognized revenue of $ 79.4 million, $ 68.8 million and $ 50.9 million, respectively, that had been included in deferred revenue as of January 31, 2025, 2024, and 2023, respectively.
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Remaining Performance Obligations
The Company often enters into multi-year imagery licensing and dedicated capacity arrangements with its customers, whereby the Company generally invoices the amount for the first year of the contract at signing followed by subsequent annual invoices. The Company has also entered into multi-year satellite services arrangements in which we build and operate satellites owned by the customer, whereby the Company generally invoices based on specified contractual milestones or fixed due dates throughout the contract term. Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, which includes both deferred revenue and non-cancelable contracted revenue that will be invoiced and recognized in revenue in future periods. The Company’s remaining performance obligations were $ 852.4 million as of January 31, 2026 . The Company expects to recognize approximately 34 % of the remaining performance obligations within the next 12 months, approximately 65 % of the remaining obligations within the next 24 months, and the remainder thereafter.
Remaining performance obligations do not include unexercised contract options, written orders where funding has not been appropriated and contracts which provide the customer with a right to terminate for convenience without incurring a substantive termination penalty.
Costs to Obtain and Fulfill a Contract
Commissions paid to the Company’s direct sales force are considered incremental costs of obtaining a contract with a customer. Accordingly, commissions are capitalized when incurred and amortized to sales and marketing expense over the period of benefit from the underlying contracts. The period of benefit from the underlying contract is consistent with the timing of transfer to the performance obligations to which the capitalized costs relate, and is generally consistent with the contract term.
During the fiscal years ended January 31, 2026, 2025 and 2024 , the Company capitalized $ 2.7 million, $ 2.7 million and $ 1.8 million of deferred commission expenditures to be amortized in future periods. The Company’s amortization of deferred commission expenditures was $ 2.1 million, $ 2.9 million and $ 2.6 million for the fiscal years ended January 31, 2026, 2025 and 2024 , respectively. As of January 31, 2026 and 2025, deferred commissions consisted of the following:
January 31,
(in thousands)
Deferred commission, current
Deferred commission, non-current
Total deferred commission
The current portion of deferred commissions are included in prepaid expenses and other current assets on the consolidated balance sheets. The non-current portion of deferred commissions are included in other non-current assets on the consolidated balance sheets.
Disaggregation of Revenue
Beginning in the fiscal year ending January 31, 2026, the Company revised the presentation of revenue by geography in its disaggregated revenue disclosures. Previously, revenue was disaggregated by individual country, but it is now presented by major geographic region. This change was made to enhance comparability with peer companies and to better align external reporting with how management evaluates the effect of economic factors on the nature, amount, timing and uncertainty of revenue and cash flows. The Company has applied this change in presentation retrospectively, with comparable periods being revised to reflect the new change in presentation. This change in presentation has no impact on the Company’s total reported revenue, net loss, or any other financial statement line item for any period presented.
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The following table disaggregates revenue by major geographic region:
Year Ended January 31,
(in thousands)
North America ("NAM")
Asia Pacific & Japan ("APJ")
Europe, Middle East, & Africa ("EMEA")
Latin America ("LATAM")
Total revenue
(1) NAM includes revenue from the United States of $ 123.9 million, $ 109.9 million, and $ 98.7 million for the fiscal years ended January 31, 2026, 2025, and 2024 .
(2) APJ includes revenue from Japan of $ 38.0 million for the fiscal year ended January 31, 2026.
(3) EMEA includes revenue from Ukraine of $ 35.9 million for the fiscal year ended January 31, 2026.
No other single country accounted for more than 10% of revenue for the fiscal years ended January 31, 2026, 2025, and 2024.
The following table disaggregates revenue by customer type:
Year Ended January 31,
(in thousands)
Civil Government
Commercial
Defense & Intelligence
Total revenue
Fair Value of Financial Assets and Liabilities
Assets and liabilities recognized or disclosed at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their respective fair values.
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis for recognition or disclosure purposes as of January 31, 2026 and 2025 by level within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.
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January 31, 2026
(in thousands)
Level 1
Level 2
Level 3
Assets
Cash equivalents:
Money market funds
Corporate bonds
Restricted cash equivalents: money market funds
Short-term investments:
U.S. Treasury securities
Commercial paper
Corporate bonds
Total assets
Liabilities
Public Warrants
Private Placement Warrants
Total liabilities
January 31, 2025
(in thousands)
Level 1
Level 2
Level 3
Assets
Cash equivalents:
Money market funds
Restricted cash equivalents: money market funds
Short-term investments:
U.S. Treasury securities
Commercial paper
Corporate bonds
Certificates of deposit
Total assets
Liabilities
Public Warrants
Private Placement Warrants
Contingent consideration for acquisitions
Total liabilities
The fair value of cash held in banks and accrued and other current liabilities approximate the stated carrying value due to the short time to maturity and are excluded from the tables above.
Money Market Funds
The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach. There were no realized or unrealized gains or losses on money market funds during the fiscal years ended January 31, 2026, 2025, and 2024.
Short-term Investments
The fair value of the Company’s short-term investments classified within Level 1 are valued using quoted active market prices for the securities. The fair value of the Company’s short-term investments classified within Level 2 are valued using third-party pricing services. The pricing services utilize industry standard valuation models. Inputs utilized include market pricing based on real-time trade data for the same or similar securities and other significant inputs derived from or corroborated by observable market data.
Public and Private Placement Warrants
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The Public Warrants are classified within Level 1 as they are publicly traded and had an observable market price in an active market.
The Private Placement Warrants (excluding the Private Placement Vesting Warrants) were valued based on a Black-Scholes option pricing model. Due to the market condition vesting requirements, the fair value of the Private Placement Vesting Warrants were valued using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. The Private Placement Warrants were collectively classified as a Level 3 measurement within the fair value hierarchy because these valuation models involve the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility. The expected volatility input utilized for the fair value measurements of the Private Placement Warrants as of January 31, 2026 and 2025 was 95 % and 80 %, respectively.
Contingent Consideration for Acquisitions
The Company has recorded contingent consideration liabilities in connection with its acquisitions of Salo Sciences and Sinergise (see Note 5). The Company measures the fair value of the contingent consideration liabilities based on significant inputs not observable in the market, which caused them to be classified as a Level 3 measurement within the fair value hierarchy.
The fair value of the contingent consideration liability for the Salo Sciences technical milestone payments is determined based on the present value of the probability-weighted payments for each of the two milestones. The significant unobservable inputs used in the fair value measurement are management’s estimate of the probability to achieve the technical milestone criteria and the discount rate. The Company determined that both of the technical milestone criteria were achieved during the fiscal year ended January 31, 2025.
The fair value of the contingent consideration liability for the Salo Sciences customer contract earnout payments is determined using a Monte Carlo simulation. The fair value estimate involves a simulation of future customer contract cash collections during the four -year performance period, the probability of entering into contracts with the named customers and discounting the probability-weighed earnout payments to present value. The significant unobservable inputs used in the fair value measurement are management’s estimate of obtaining the customer contracts, including probabilities, timing and contract values, and management’s estimate of the discount rate.
The fair value of the contingent consideration liability for the Sinergise customer consent escrow is determined based on the present value of the probability-weighted payments based on the likelihood of the customer consent being achieved. The significant unobservable input used in the fair value measurement is management’s estimate of the likelihood of the customer consent being achieved. During the fiscal year ended January 31, 2025, evidence of the Sinergise acquisition customer consent was received and the $ 7.5 million escrow balance was released to Sinergise.
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Level 3 Disclosures
The following is a roll-forward of Level 3 liabilities measured at fair value for the fiscal years ended January 31, 2026 and 2025:
(in thousands)
Private
Placement
Warrants
Technical
Milestone
Contingent
Consideration (1)
Customer
Contract
Earnout
Contingent
Consideration (1)
Customer
Consent
Escrow
Contingent
Consideration (1)
Fair value at end of year, January 31, 2024
Additions
Payments
Change in fair value
Fair value at end of year, January 31, 2025
Additions
Payments
Transfers out of Level 3 (2) (3)
Change in fair value
Fair value at end of year, January 31, 2026
(1) The current portion of the contingent consideration liabilities balances of $ 4.7 million as of January 31, 2025 , is included within accrued and other current liabilities. Changes in fair value of the contingent consideration liability for the Salo Sciences technical milestone payments are included within research and development expenses. Changes in fair value of the Salo Sciences contingent consideration liability for customer contract earnout payments are included within sales and marketing expenses. Changes in fair value of the contingent consideration liability for the Sinergise acquisition customer consent escrow payments are included within general and administrative expenses.
(2) During the fiscal year ended January 31, 2026 , the Company transferred 2,966,666 Private Placement Warrants from Level 3 to Level 1. The warrants were transferred to Level 1 due to the removal of the restrictive legends from the Private Placement Warrants, resulting in such warrants being able to be sold in the active market. The Company's policy is to recognize transfers between fair value hierarchy levels at the beginning of the reporting period during which the transfer occurred.
(3) During the fiscal year ended January 31, 2026 , the Company transferred the contingent consideration liabilities for technical milestone payments and customer contract earnout payments out of Level 3 to a legal contingency accrual in accordance with ASC 450. The liability was transferred due to the probable settlement expected to extinguish any contractual amounts owed for the acquisition, inclusive of the contingent consideration liabilities balance. Refer to Note 10.
Financial Instruments Not Recorded at Fair Value
As of January 31, 2026 , $ 460.0 million in aggregate principal amount of the 2030 Notes (as defined below) was outstanding, with an estimated fair value of $ 1,045.2 million. The estimated fair value of the 2030 Notes was determined based on quoted market prices on the last trading day of the reporting period and are categorized as Level 2 financial instruments, as the 2030 Notes are not actively traded.
Other
The Company measures certain non-financial assets including property and equipment, and other intangible assets at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such assets are impaired below their recorded cost. As of January 31, 2026 and 2025 , there were no material non-financial assets recorded at fair value.
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Acquisitions
Bedrock
On November 14, 2025, the Company entered into an asset purchase agreement with Bedrock Research, Inc. ("Bedrock"), a privately-held company, to acquire the multi-modal geospatial artificial intelligence technology business from Bedrock and the expertise of its key employees. On November 14, 2025, the Company completed the acquisition. The acquisition is expected to expand the Company's downstream solutions offerings, providing customers with comprehensive daily insights into strategic locations worldwide.
The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations . The acquisition date fair value of the consideration transferred was $ 6.0 million, consisting of $ 5.4 million in cash and an indemnification holdback liability for cash consideration of $ 0.6 million.
The fair value of the assets acquired and liabilities assumed as of the date of acquisition consisted of a $ 2.1 million developed technology intangible asset and $ 3.9 million of goodwill. The developed technology was measured at fair value and was assigned an estimated useful life of 5 years. The goodwill primarily represents the value expected from the synergies created through the operational enhancement benefits resulting from the integration of Bedrock into the Company and the combination of Bedrock's solutions with the Company’s existing products. The goodwill is deductible for tax purposes.
The financial results of Bedrock are included in the consolidated financial statements from the date of acquisition. Acquisition-related costs associated with this transaction were not material. Pro forma results of operations have not been presented as the effect of this acquisition was not material to the consolidated financial statements.
Sinergise
On March 26, 2023, the Company entered into an asset purchase agreement with Holding Sinergise d.o.o., a company existing under the laws of Slovenia (“Sinergise”), and its subsidiaries and certain shareholders of Sinergise, to acquire the cloud-based geo-spatial analysis products, platforms and solutions business from Sinergise. On August 4, 2023, the Company completed the acquisition.
The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations . The acquisition date fair value of the consideration transferred was approximately $ 41.1 million, and consisted of the following:
(in thousands)
Fair Value
Cash
Class A common stock issued
Liabilities for cash consideration placed in escrow account
Total
The common stock issued consisted of 6,745,438 shares of the Company’s Class A common stock. The fair value of the Class A common stock was determined based on the closing market price on the date of the acquisition.
In April 2024, the Company paid $ 1.1 million of additional consideration in connection with the finalization of the net working capital adjustment relating to the Company’s acquisition of Sinergise. The additional amount was accounted for as a measurement period adjustment and resulted in a $ 1.1 million addition of goodwill during the fiscal year ended January 31, 2025.
Pursuant to the terms of the asset purchase agreement, the Company placed $ 5.0 million of cash consideration into an escrow account to secure potential indemnification obligations and any customary post-closing adjustments for
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working capital and indebtedness (the “Indemnity Escrow”). The amount held in the escrow account is to be released to Sinergise upon the two-year anniversary of the acquisition close date. The Company recorded a liability of $ 5.0 million for the Indemnity Escrow.
Pursuant to the terms of the asset purchase agreement, the Company placed an additional $ 7.5 million of cash consideration into an escrow account related to obtaining customer consent for a contract acquired in connection with the acquisition (the “Customer Consent Escrow”). The amount held in the escrow account is to be released to Sinergise upon the Company receiving evidence of the customer consent. If evidence of the customer consent is not received on or prior to the two year anniversary of the acquisition close date, the amount held in the Customer Consent Escrow is to be released to the Company. Additionally, the amount held in the Customer Consent Escrow is to be released to the Company if the customer contract is terminated or suspended on or prior to the two year anniversary of the acquisition close date. The Company determined that the customer consent contingency represents contingent consideration. The fair value of the contingent consideration liability as of the acquisition date was determined to be $ 5.8 million. Refer to Note 4 for information relating to the valuation of the Customer Consent Escrow contingent consideration.
Cash held in escrow related to the acquisition is recorded within restricted cash and cash equivalents in the Company’s consolidated balance sheets.
The following table summarizes the fair value of the assets acquired and liabilities assumed as of the date of acquisition, after considering the measurement period adjustment described above:
(in thousands)
Fair Value
Goodwill
Identifiable intangible assets acquired
Developed technology
Customer relationships
Other
Accounts receivable
Other assets, current
Other assets, non-current
Total assets acquired
Deferred revenue, current
Accrued and other current liabilities
Other liabilities, current
Other liabilities, non-current
Total liabilities assumed
Net assets acquired
The identifiable intangible assets were measured at fair value. The developed technology was valued using the royalty method under the income approach. The customer relationships were valued using the excess earnings method under the income approach. The developed technology was assigned an estimated useful life of 8 years and the customer relationships were assigned an estimated useful life of 9 years.
The excess of purchase consideration over the fair value of other assets acquired and liabilities assumed was recorded as goodwill. The goodwill primarily represents the value expected from the synergies created through the operational enhancement benefits resulting from the integration of Sinergise into the Company and the combination of Sinergise’s products and solutions with the Company’s existing products. Approximately $ 0.7 million of the goodwill is deductible for tax purposes.
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The financial results of Sinergise are included in the consolidated financial statements from the date of acquisition, which was August 4, 2023. For the period from August 4, 2023 through January 31, 2024, Sinergise contributed $ 5.7 million of revenue and an immaterial amount of income before taxes. Pro forma results of operations have not been presented as the effect of this acquisition was not material to the consolidated financial statements.
Acquisition-related costs associated with the transaction were $ 2.2 million and $ 0.9 million for the fiscal years ended January 31, 2024 and 2023, respectively. These costs were recorded within selling, general and administrative expenses.
Certain employees of Sinergise, which became employees of the Company, were paid cash transaction bonuses totaling $ 2.3 million in connection with the closing of the acquisition. The transaction bonuses were accounted for as a transaction separate from the business combination. Accordingly, $ 2.3 million of the consideration paid by the Company was allocated to the transaction bonuses and was recorded within the Company’s consolidated statements of operations as summarized in the table below:
(in thousands)
Year Ended
January 31, 2024
Cost of revenue
Research and development
Sales and marketing
General and administrative
Total
Salo Sciences
On January 3, 2023, the Company acquired all of the equity interest of Salo Sciences, Inc. (“Salo”), a climate technology company that provides solutions to measure Earth’s ecosystems. The acquisition allows the Company to further develop its offerings and enable customers to quantify carbon stocks globally, monitor forest change, and mitigate climate risks. The fair value of the consideration transferred on the acquisition date was $ 11.8 million, consisting of $ 3.8 million in cash, net of cash acquired and $ 8.0 million of liabilities recognized for contingent consideration arrangements.
The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition:
(in thousands)
Fair Value
Net Assets Acquired
Goodwill
Identifiable intangible assets acquired
Customer relationships
Developed technology
Accounts receivable
Deferred revenue (1)
Other net working capital acquired, net of cash acquired
Deferred tax liability
Total purchase consideration
(1) Deferred revenue represents contract liabilities assumed by the Company for contracts with customers acquired in the acquisition. The Company applied the guidance in ASC 606, Revenue from Contracts with Customers to recognize and measure the deferred revenue on the acquisition date.
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The identifiable intangible assets were measured at fair value. The developed technology was valued using the royalty method under the income approach. The customer relationships were valued using the excess earnings method under the income approach. These models primarily utilized Level 3 inputs, including estimated projections of revenues and expenses, estimated discount rates, and with respect to the developed technology, an estimated royalty rate.
The customer relationships were assigned an estimated useful life of 5 years and the developed technology was assigned an estimated useful life of 7 years.
The goodwill primarily represents the value expected from the synergies created through the operational enhancement benefits resulting from the integration of Salo into the Company and the combination of Salo’s solutions with the Company’s existing products. The goodwill is not deductible for tax purposes.
The financial results of Salo are included in the consolidated financial statements from the date of acquisition. Acquisition-related costs associated with this transaction were not material. Pro forma results of operations have not been presented as the effect of this acquisition was not material to the consolidated financial statements.
The purchase agreement for the Salo acquisition includes two contingent consideration arrangements. One arrangement contingently obligates the Company to make payments based on the achievement of certain technical milestones relating to the integration of Salo. The other arrangement contingently obligates the Company to make earnout payments based on the amount of cash collected by the Company under certain of Salo’s existing and prospective customer contracts.
The technical milestone payments consist of two equal milestone payments for aggregate payments of up to $ 6.5 million. The first milestone payment becomes payable if certain technical milestones are achieved within the first two years following the closing of the acquisition and the second milestone payment becomes payable if certain additional technical milestones are achieved within the first four years following the closing of the acquisition. Each of the payments becomes payable following the end of respective performance periods.
The customer contract earnout payments are paid on the basis of 80 % of cash collected by the Company under certain of Salo’s existing and prospective customer contracts during the first four years following the closing of the acquisition with such payments made on quarterly basis following collections under the customer contracts. The maximum amount payable for the earnout payments is $ 10.4 million.
The aggregate fair value of the contingent consideration liabilities on the acquisition date was determined to be $ 8.0 million, consisting of $ 4.4 million for the technical milestone payments and $ 3.6 million for the customer contract earnout payments. The Company will continue to measure the contingent consideration liabilities at fair value each reporting period until the earlier of when the full amounts have been paid or the measurement period for each of the arrangements has ended. See Note 4 for details of the fair value measurement for the contingent consideration liabilities.
Balance Sheet Components
Cash and Cash Equivalents, and Restricted Cash and Cash Equivalents
Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase.
The Company had restricted cash and cash equivalents balances of $ 6.1 million and $ 11.9 million as of January 31, 2026 and 2025, respectively.
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The restricted cash and cash equivalents balances as of January 31, 2026 primarily consisted of $ 4.0 million of collateral money market investments for the Company’s headquarters and other domestic office operating leases. The restricted cash and cash equivalents balances as of January 31, 2025 primarily consisted of $ 5.0 million of consideration placed in escrow in connection with the Sinergise acquisition and $ 4.0 million of collateral money market investments for the Company’s headquarters and other domestic office operating leases.
A reconciliation of the Company’s cash and cash equivalents, and restricted cash and cash equivalents in the consolidated balance sheets to total cash and cash equivalents, and restricted cash and cash equivalents in the consolidated statements of cash flows as of January 31, 2026 and 2025 is as follows:
January 31,
(in thousands)
Cash and cash equivalents
Restricted cash and cash equivalents, current
Restricted cash and cash equivalents, non-current
Total cash, cash equivalents, and restricted cash and cash equivalents
Short-term Investments
Short-term investments consisted of the following as of January 31, 2026 and 2025:
January 31, 2026
Gross Unrealized
(in thousands)
Cost or
Amortized
Cost
Gains
Losses
Fair Value
U.S. Treasury securities
Commercial paper
Corporate bonds
Total short-term investments
January 31, 2025
Gross Unrealized
(in thousands)
Cost or
Amortized
Cost
Gains
Losses
Fair Value
U.S. Treasury securities
Commercial paper
Corporate bonds
Certificates of deposit
Total short-term investments
The following table summarizes the contracted maturities of the Company’s short-term investments as of January 31, 2026 and 2025:
January 31, 2026
January 31, 2025
(in thousands)
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
Due in 1 year or less
Due in 1-2 years
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Inventories, Net
Inventory, net consists of the following:
January 31,
(in thousands)
Raw materials
Work in process
Finished goods
Total inventories
Property and Equipment, Net
Property and equipment, net consists of the following:
January 31,
(in thousands)
Satellites
Satellites in process and not placed into service
Leasehold improvements
Ground stations and ground station equipment
Office furniture, equipment and fixtures
Computer equipment and purchased software
Total property and equipment, gross
Less: Accumulated depreciation
Total property and equipment, net
Property and equipment, net as of January 31, 2025 included $ 2.8 million of satellite manufacturing costs that were previously classified as prepaid expenses and other current assets as of January 31, 2024.
Total depreciation expense for the fiscal years ended January 31, 2026, 2025, and 2024 was $ 32.5 million, $ 37.4 million and $ 41.2 million, respectively, of which $ 28.4 million, $ 34.0 million and $ 38.6 million, respectively, was depreciation expense specific to satellites.
Capitalized Internal-Use Software Development Costs
Capitalized internal-use software costs, net of accumulated amortization consists of the following:
January 31,
(in thousands)
Capitalized internal-use software
Less: Accumulated amortization
Capitalized internal-use software, net
Amortization expense for capitalized internal-use software for the fiscal years ended January 31, 2026, 2025 and 2024 was $ 3.4 million, $ 2.5 million and $ 1.9 million, respectively.
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Estimated future amortization expense of capitalized internal-use software at January 31, 2026, is as follows:
(in thousands)
Thereafter
Total estimated future amortization expense for capitalized internal-use software
Goodwill and Intangible Assets
Goodwill and Intangible assets consists of the following:
January 31, 2026
January 31, 2025
(in thousands)
Gross
Carrying
Amount
Accumulated
Amortization
Foreign
Currency
Translation
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Foreign
Currency
Translation
Net
Carrying
Amount
Developed technology
Image library
Customer relationships
Trade names and other
Total intangible assets
Goodwill
No impairment charges were recognized related to intangible assets (including goodwill) in the fiscal years ended January 31, 2026, 2025 and 2024.
Amortization expense for intangible assets for the fiscal years ended January 31, 2026, 2025 and 2024 was $ 5.9 million, $ 5.8 million and $ 4.6 million, respectively.
Estimated future amortization expense of intangible assets at January 31, 2026, is as follows:
(in thousands)
Thereafter
Total estimated future amortization expense of intangible assets
The change in the carrying amount of goodwill during the years ended January 31, 2026 and 2025 is as follows:
January 31,
(in thousands)
Beginning of period
Addition
Currency translation adjustment
End of period
In April 2024, the Company paid $ 1.1 million of additional consideration in connection with the finalization of the net working capital adjustment relating to the Company’s acquisition of Sinergise. The additional amount was
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accounted for as a measurement period adjustment and resulted in a $ 1.1 million addition of goodwill during the fiscal year ended January 31, 2025.
Accrued and Other Current Liabilities
Accrued liabilities and other current liabilities consist of the following:
January 31,
(in thousands)
Deferred R&D service liability (see Note 9)
Payroll and related expenses
Deferred hosting costs
Withholding taxes and other taxes payable
Contingent consideration
Escrow liability
Severance and other employee termination costs
Litigation contingency accruals (see Note 10)
Other accruals
Total accrued and other current liabilities
Restructuring
2024 Headcount Reduction
In June 2024, the Company announced a plan to reduce its global headcount by approximately 17 % of the Company’s total number of employees prior to the reduction (the “2024 headcount reduction”). This action was taken consistent with the Company’s ongoing focus on aligning its resources to the market opportunity, improving operational efficiency, and supporting the long-term growth of the business.
As a result of the 2024 headcount reduction, the Company recognized costs for one-time employee termination benefits consisting of severance and other employee-related costs. The Company also recognized a stock-based compensation benefit primarily related to the reversal of previously recognized stock-based compensation expenses for unvested stock awards. A summary of the restructuring charges recognized during the fiscal year ended January 31, 2025 is provided in the tables below:
(in thousands)
Severance
and Other
Employee
Costs
Stock-Based
Compensation
Total
Cost of revenue
Research and development
Sales and marketing
General and administrative
Total restructuring charges
There were no restructuring charges recognized during the fiscal year ended January 31, 2026. The 2024 headcount reduction, including cash payments, was substantially complete as of January 31, 2025.
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2023 Headcount Reduction
In August 2023, the Company announced a plan to reduce its global headcount by approximately 10 % of the Company’s total number of employees prior to the reduction (the “2023 headcount reduction”). This action was taken to increase the Company’s focus on its high priority growth opportunities and operational efficiency.
As a result of the 2023 headcount reduction, the Company recognized costs for one-time employee termination benefits consisting of severance and other employee-related costs. The Company also recognized a stock-based compensation benefit primarily related to the reversal of previously recognized stock-based compensation expenses for unvested stock awards. A summary of the restructuring charges recognized during the fiscal year ended January 31, 2024 is provided in the table below:
(in thousands)
Severance
and Other
Employee
Costs
Stock-Based
Compensation
Total
Cost of revenue
Research and development
Sales and marketing
General and administrative
Total restructuring charges
There were no restructuring charges recognized during the fiscal years ended January 31, 2026 and 2025 related to the 2023 headcount reduction. The 2023 headcount reduction, including cash payments, was complete as of January 31, 2024.
Leases
Operating lease costs were $ 9.7 million, $ 9.6 million, and $ 8.4 million for the fiscal years ended January 31, 2026, 2025, and 2024, respectively. Variable lease expenses, short-term lease expenses and sublease income were immaterial for the fiscal years ended January 31, 2026, 2025, and 2024.
Operating cash flows from operating leases were $ 10.7 million, $ 10.2 million, and $ 7.4 million for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.
Right of use assets obtained in exchange for operating lease liabilities were $ 2.9 million, $ 5.4 million, and $ 8.5 million for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.
Maturities of operating lease liabilities as of January 31, 2026 were as follows:
(in thousands)
Fiscal Year 2027
Thereafter
Total lease payments
Less: Imputed interest
Total lease liabilities
Weighted average remaining lease term (years)
Weighted average discount rate
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Research and Development Arrangements
Google Research and Development Services Agreement
In October 2025, the Company entered into an agreement with Google LLC ("Google"), a related party (see Note 14), whereby the Company agreed to provide research and development services relating to testing the viability and performance of a payload integrated on prototype satellites (the "Google R&D Services Agreement"). The agreement provides for the Company to receive funding to be paid as specific milestones are achieved. The Google R&D Services Agreement is unrelated to the Company’s ordinary business activities and the Company determined that the arrangement is accounted for as an obligation to perform contractual research and development services for others pursuant to ASC 730-20, Research and Development . As ASC 730-20 does not indicate the accounting model for research and development services, the Company determined that the total transaction price will be recognized over the agreement term as a reduction of research and development expenses based on a cost incurred method.
During the fiscal year ended January 31, 2026 , the Company recognized $ 0.4 million of funding and incurred $ 0.4 million of research and development expenses in connection with the Google R&D Services Agreement. As of January 31, 2026 , the Company had received a total of $ 5.0 million of funding in connection with the Google R&D Services Agreement.
NASA Communication Services Project
In connection with its Communication Services Project (“CSP”), the National Aeronautics and Space Administration (“NASA”) selected certain satellite communications providers that NASA will fund to develop and demonstrate near-Earth space communication services that may support future NASA missions using commercial technology. In June 2022 and August 2022, the Company entered into separate agreements with two of the satellite communications providers selected by NASA whereby the Company agreed to participate in the NASA CSP as a subcontractor. The agreements, including subsequent amendments to such agreements, provide for the Company to receive aggregate funding of $ 40.5 million to be paid as milestones are completed. The Company determined that the agreements are in the scope of ASC 912-730, Contractors –Federal Government – Research and Development (“ASC 912-730”). In accordance with ASC 912-730, funding is recognized over the term of each agreement as a reduction of research and development expenses based on a cost incurred method.
During the fiscal years ended January 31, 2026, 2025, and 2024 , the Company recognized $ 7.3 million, $ 9.9 million, and $ 11.9 million of funding, respectively, and incurred $ 7.3 million, $ 9.9 million, and $ 11.2 million of research and development expenses, respectively, in connection with the NASA CSP. As of January 31, 2026 and 2025 , the Company had received a total of $ 30.4 million and $ 28.7 million, respectively, of funding in connection with the NASA CSP.
In July 2023, projected costs related to certain of our research and development arrangements were revised down as a result of operational decisions. This change in estimate resulted in a $ 2.2 million cumulative increase of funding recognized for certain of our research and development arrangements for the fiscal year ended January 31, 2024.
Research and Development Services Agreement
In December 2020, the Company entered into a development services agreement whereby the Company agreed to provide the technical knowledge and services to design and develop certain prototype satellites and deliver and test early data collected (the “R&D Services Agreement”). The R&D Services Agreement, including subsequent amendments to such agreement, provides for funding of $ 46.4 million to be paid to the Company as specified milestones are achieved. The R&D Services Agreement is unrelated to the Company’s ordinary business activities and the Company determined that the arrangement is accounted for as an obligation to perform contractual research and development services for others pursuant to ASC 730-20, Research and Development . As ASC 730-20 does not
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indicate the accounting model for research and development services, the Company determined that the total transaction price will be recognized over the agreement term as a reduction of research and development expenses based on a cost incurred method. All milestones related to the R&D Services Agreement have been completed and all funding has been recognized by the Company.
During the fiscal years ended January 31, 2026, 2025, and 2024 , the Company recognized $ 0.2 million, $ 9.2 million and $ 16.6 million of funding, respectively, and incurred $ 0.2 million, $ 7.0 million and $ 17.6 million of research and development expenses, respectively, in connection with the R&D Services Agreement. As of January 31, 2026 and 2025 , the Company had received a total of $ 46.4 million of funding in connection with the R&D Services Agreement.
In January 2025, projected costs related to the R&D Services Agreement were revised down as a result of the substantial completion of the development work required. This change in estimate resulted in a $ 1.5 million cumulative increase of funding recognized for the fiscal year ended January 31, 2025.
Commitments and Contingencies
Hosting Service Agreement
The Company has minimum purchase commitments for hosting services from Google through January 31, 2028 (see Note 14). Future minimum purchase commitments under the non-cancelable hosting service agreement with Google as of January 31, 2026 is as follows:
(in thousands)
Total purchase commitments
Legal Proceedings
Delaware Class Action
A stockholder class action was filed in the Court of Chancery of the State of Delaware on August 19, 2024, against the former officers and directors of dMY IV and the Company. The complaint alleges that the individual defendants breached various fiduciary duties to the dMY IV stockholders and that the Company aided and abetted such breaches. The case is brought on behalf of a purported class of holders of dMY IV Class A common stock who held such stock prior to the redemption deadline for the Business Combination, did not exercise the right to redeem their shares, and were allegedly injured. Defendants filed a motion to dismiss the complaint on November 12, 2024. On January 6, 2025, the parties submitted a stipulation dismissing all claims against the Company, which the Court granted on January 8, 2025. The stockholder filed an amended complaint on January 10, 2025, which reasserts the claims against the former officers and directors for breach of fiduciary duty. On September 29, 2025, the Court denied a motion to dismiss the claims against the individual defendants. The parties are exploring mediation, with a mediation hearing scheduled for May 7, 2026. Those claims remain pending and, pursuant to the Merger Agreement, the Company remains obligated to indemnify the former officers and directors for such claims. While the ultimate resolution of this matter is uncertain, the Company recorded an accrual for this matter reflected within accrued and other current liabilities on the consolidated balance sheets as of January 31, 2026.
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Acquisition-Related Dispute
On November 14, 2025, the former shareholders of a company acquired by the Company in a prior period filed a demand for arbitration against the Company. The claimants allege, among other things, breach of the underlying acquisition agreement. The parties are currently engaged in settlement negotiations in an effort to resolve the dispute prior to the commencement of formal arbitration proceedings. While the Company intends to defend itself vigorously should a settlement not be reached, the ultimate resolution of this matter remains uncertain. The Company recorded an accrual for this matter reflected within accrued and other current liabilities on the consolidated balance sheets as of January 31, 2026.
For many legal matters, particularly those in early stages, the Company cannot reasonably estimate the possible loss (or range of loss), if any. The Company records an accrual for legal matters at the time or times it determines that a loss is both probable and reasonably estimable. Regarding matters for which no accrual has been made (including the potential for losses in excess of amounts accrued), the Company currently believes, based on its own investigations, that any losses (or ranges of losses) that are reasonably possible and estimable will not, in the aggregate, have a material adverse effect on its financial position, results of operations, or cash flows. However, the ultimate outcome of legal proceedings involves judgments, estimates, and inherent uncertainties and cannot be predicted with certainty. Should the ultimate outcome of any legal matter be unfavorable, the Company's business, financial condition, results of operations, or cash flows could be materially and adversely affected. The Company may also incur substantial legal fees, which are expensed as incurred, in defending against legal claims.
Contingencies
The Company may have certain contingent liabilities that arise in the ordinary course of business activities including those arising from disputes and claims and events arising from revenue contracts entered into by the Company. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.
During the fiscal year ended January 31, 2026 , the Company recognized a $ 5.5 million gain relating to insurance proceeds received for damage incurred to an experimental satellite. The gain is reflected within other income (expense), net on the consolidated statements of operations.
Indemnification
The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to its technology. The term of these indemnification agreements is generally perpetual after the execution of the agreement. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.
The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify them against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.
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Stockholders’ Equity
Class A common stock
Voting Rights
Holders of Class A common stock are entitled to cast one vote per share of Class A common stock. Generally, holders of the Class A common stock, Class B common stock and Class C common stock vote together as a single class, and an action is approved by Planet stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, while directors are elected by a plurality of the votes cast. Holders of Class A common stock are not entitled to cumulate their votes in the election of directors.
Dividend Rights
Holders of Class A common stock will share ratably (based on the number of shares of Class A common stock held) if and when any dividend is declared by the Company’s board of directors out of funds legally available therefor, subject to restrictions, whether statutory or contractual (including with respect to any outstanding indebtedness), on the declaration and payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class or series of stock having a preference over, or the right to participate with, the Class A common stock with respect to the payment of dividends.
Other Matters
Holders of shares of the Company’s Class A common stock do not have subscription, redemption or conversion rights.
The consolidated statement of stockholders’ equity for the fiscal year ended January 31, 2024 includes 2,148,543 shares of the Company’s Class A common stock in “Other” to reflect legally outstanding shares issued in prior periods which are not considered outstanding for accounting purposes until vesting conditions are met. The amount is comprised of 1,286,043 and 862,500 shares of the Company's Class A common stock related to early exercised stock options (see Note 15) and dMY Sponsor Earn-out Shares (see Note 15), respectively. The impact of this share activity is not material to the fiscal year ended January 31, 2024 or prior periods.
Class B common stock
Voting Rights
The shares of Class B common stock have the same economic terms as the shares of Class A common stock including with respect to dividends and in the event of the Company’s liquidation, dissolution or winding up, but the shares of Class B common stock have 20 votes per share.
Conversion to Class A common stock
Each share of Class B common stock will convert to our Class A common stock on a one -for-one basis at the option of the holder thereof at any time upon written election of such holder. Shares of Class B common stock will also convert to the Company’s Class A common stock on a one -for-one basis on the earlier of (a) the occurrence of a transfer (subject to certain exceptions) of such shares other than a transfer to a Qualified Stockholder, (b) the Sunset Date, and (c) the date of the death or mental incapacity of the Planet Founder who initially held such shares of Class B common stock. A “ Qualified Stockholder ” refers to (a) William Marshall and Robert Schingler, Jr. (each, a “ Planet Founder ”); (b) any other registered holder of a share of Class B common stock immediately following the filing of the Charter that would be a transferee of shares of Class B common stock received in certain transfers permitted by the terms of the Charter; (c) certain trusts, individual retirement accounts, entities or foundations of a
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Planet Founder as long as the Planet Founder retains voting and dispositive power over the relevant shares of Class B common stock; or (d) a permitted transferee of Class B common stock (in accordance with the terms of the Charter). The “ Sunset Date ” refers to the earlier of (a) the 10-year anniversary of the closing of the Business Combination or (b) solely with respect to a Planet Founder, the date that is six months after such Planet Founder is no longer providing services to the Company as a director, executive officer, member of the senior leadership team or other full-time employee with an on-going substantial role with the Company (or, immediately at such time as such Planet Founder is no longer providing any services to the Company as a director, executive officer, member of the senior leadership team or other full time employee with an on-going substantial role with the Company as a result of a termination for cause).
Class C common stock
The shares of Class C common stock have substantially the same rights as Class A common stock including with respect to dividends and in the event of the Company’s liquidation, dissolution or winding up, except they do not have any voting rights.
Preferred Stock
The Company’s board of directors is authorized to issue shares of preferred stock from time to time in one or more series, each such series to have such terms as stated or expressed in the resolution or resolutions providing for the creation and issuance of such series. As of January 31, 2026 and 2025 , the Company had no preferred stock issued or outstanding.
Public and Private Placement Warrants
Public and Private Placement Warrants
During the fiscal year ended January 31, 2026 , the Company issued 421,263 Class A common stock shares from exercises of Public Warrants at an exercise price of $ 11.50 per share. As of January 31, 2026 , the Company had 9,445,385 Public Warrants and 2,966,667 Private Placement Warrants, including 741,666 Private Placement Vesting Warrants, outstanding. As of January 31, 2025 , the Company had 6,899,982 Public Warrants and 5,933,333 Private Placement Warrants, including 2,966,667 Private Placement Vesting Warrants, outstanding.
The Public Warrants entitle the holder thereof to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment. The Public Warrants may be exercised only for a whole number of shares of Class A common stock, and expire on December 7, 2026, or earlier upon redemption or liquidation. No fractional shares will be issued upon exercise of the warrants. The Public Warrants are listed on the NYSE under the symbol “PL WS.”
The Public Warrants became exercisable on March 9, 2022; provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants, and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).
Redemptions of Public Warrants When the Price Per Share of Class A common stock Equals or Exceeds $ 18.00
The Company may call the Public Warrants redemption for cash:
in whole and not in part;
at a price of $ 0.01 per warrant;
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
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if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30 ‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 -day redemption period.
Redemptions of Public Warrants When the Price Per Share of Class A common stock Equals or Exceeds $ 10.00
The Company may redeem the Public Warrants:
in whole and not in part;
at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cash basis prior to redemption or cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Company’s Class A common stock; and
if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $ 10.00 per public share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends notice of redemption to the warrant holders.
The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation.
Simultaneously with the closing of its initial public offering, dMY IV completed the private sale of the 5,933,333 Private Placement Warrants to dMY Sponsor IV, LLC (the “ dMY Sponsor ”) at a purchase price of $ 1.50 per warrant. Each Private Placement Warrant is exercisable for one share of Class A common stock at $ 11.50 per share.
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants, including the Class A common stock issuable upon exercise, are not transferable, assignable or salable until 30 days after the closing of the Business Combination (except in limited circumstances) and are not redeemable by the Company so long as they are held by the dMY Sponsor or its permitted transferees. Additionally, the dMY Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the dMY Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Additionally, the 2,966,667 Private Placement Vesting Warrants vest in four equal tranches (i) when the closing price of Class A common stock equals or exceeds $ 15.00 , $ 17.00 , $ 19.00 and $ 21.00 , over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $ 15.00 , $ 17.00 , $ 19.00 and $ 21.00 . During the fiscal year ended January 31, 2026, the requirements for three of the four vesting tranches were met, resulting in the vesting of 2,225,001 Private Placement Vesting Warrants.
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Any right to Private Placement Vesting Warrants that remains unvested on the first business day after five years from the closing of the Business Combination will be forfeited without any further consideration.
Warrants to Purchase Class A common stock
In addition to the Public and Private Placement Warrants, there were 1,065,594 warrants to purchase shares of Class A common stock with a weighted average exercise price of $ 9.38 which were outstanding and exercisable as of January 31, 2026 and January 31, 2025. As of January 31, 2026 , the outstanding warrants have a weighted average remaining term of 4.2 years.
Convertible Notes
2030 Convertible Notes
On September 12, 2025, the Company issued $ 460.0 million in aggregate principal amount of 0.50 % Convertible Senior Notes due 2030 (the “2030 Notes”), pursuant to an indenture (the "Indenture"), dated September 12, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2030 Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 0.50 % per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The 2030 Notes will mature on October 15, 2030 , unless earlier repurchased, redeemed, or converted pursuant to their terms.
The 2030 Notes are convertible at the option of the holders of the 2030 Notes at any time prior to the close of business on the business day immediately preceding July 15, 2030 only under the following conditions: (1) during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2026 and only during such fiscal quarter, if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period in which the trading price (as defined in the Indenture) per $ 1,000 principal amount of 2030 Notes for each trading day of such five consecutive trading-day period was less than 98 % of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) if the Company issues a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2030 Notes called (or deemed called) for redemption, unless the Company makes an “all notes election”; or (4) upon the occurrence of specified corporate events. On or after July 15, 2030, until the close of business on the second scheduled trading day immediately preceding October 15, 2030, holders of the 2030 Notes may convert all or any portion of their 2030 Notes at any time, in integral multiples of $ 1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, either cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election.
The Company may not redeem the 2030 Notes prior to October 20, 2028. The Company may redeem for cash all or any portion of the 2030 Notes (subject to certain limitations described in the Indenture), at the Company’s option, on or after October 20, 2028, but only if (1) the liquidity condition (as defined in the Indenture) is satisfied and (2) the last reported sale price of the Company’s Class A common stock has been at least 130 % of the conversion price for the 2030 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100 % of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all of the outstanding 2030 Notes, at least $ 100.0 million aggregate principal amount of 2030 Notes must be outstanding and not subject to redemption as of, and after
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giving effect to, delivery of the relevant notice of redemption (unless the Company makes an “all notes election” with respect to such partial redemption, in which case such partial redemption limitation shall not apply) . No sinking fund is provided for the 2030 Notes.
The initial conversion rate for the 2030 Notes is 83.6715 shares of Class A common stock per $ 1,000 principal amount of the 2030 Notes, which is equivalent to an initial conversion price of approximately $ 11.95 per share of the Company’s Class A common stock. The conversion rate is subject to customary adjustments upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture) or delivery of a notice of redemption, the Company will, under certain circumstances, increase the conversion rate by a number of additional shares for 2030 Notes converted in connection with such make-whole fundamental change or (x) 2030 Notes called (or deemed called) for redemption or (y) all 2030 Notes, if the Company makes an "all notes election" (as defined in the Indenture), irrespective of whether they are called (or deemed called) for redemption that are converted, in each case, in connection with such notice of redemption.
Upon the occurrence of a fundamental change (as defined in the Indenture) prior to October 15, 2030, holders may require the Company to repurchase all or a portion of the 2030 Notes for cash at a price equal to 100 % of the principal amount of the 2030 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The 2030 Notes include customary covenants and events of default after the occurrence of which the 2030 Notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after the occurrence of which the 2030 Notes become automatically due and payable. No such events have occurred as of January 31, 2026.
As of January 31, 2026, the conditions permitting the holders of the 2030 Notes to convert their 2030 Notes, or to require the Company to repurchase the 2030 Notes for cash, had not been met. Therefore, the 2030 Notes are classified as long-term.
The conversion feature was evaluated under ASC 815, “Derivatives and Hedging” and ASC 470-20 “Debt with Conversion and Other Options” and was not separated as a derivative because it met the equity scope exception; therefore, the 2030 Notes are accounted for entirely as a liability.
Debt issuance costs related to the 2030 Notes totaled $ 14.2 million at inception and were comprised of discounts to the initial purchasers and third-party issuance costs and will be amortized to interest expense over the term of the 2030 Notes using the effective interest method. As of January 31, 2026 , the unamortized debt discount and issuance cost of the 2030 Notes was $ 13.1 million. As of January 31, 2026, t he effective interest rate of the 2030 Notes is 1.13 %. For the fiscal year ended January 31, 2026, interest expense related to the 2030 Notes consisted of the following:
(in thousands)
Year Ended
January 31, 2026
Contractual interest expense
Amortization of debt discount and issuance costs
Total interest expense
Capped Calls
In connection with the issuance of the 2030 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions at an aggregate cost of approximately $ 39.6 million. The Capped Call Transactions cover, subject to anti-dilution adjustments, the number
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of shares of Class A common stock underlying the 2030 Notes. The capped call transactions can be settled in cash or shares at the Company’s option and are expected generally to reduce the potential dilution to the Class A common stock upon any conversion of the 2030 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the 2030 Notes, as the case may be, in the event that the market price per share of the Class A common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. The Capped Call Transactions each have an initial strike price of approximately $ 11.95 per share and an initial cap price of $ 18.04 per share, which represents a premium of 100 % over the last reported sale price of the Class A common stock on September 9, 2025, and are subject to certain adjustments under the terms of the Capped Call Transactions. The Company evaluated the Capped Call Transactions and determined that they should be accounted for as separate transactions from the 2030 Notes. The costs to purchase the Capped Call Transactions were recorded as a reduction to additional paid-in capital in the consolidated balance sheets since they are indexed to the Company’s stock and met the criteria to be classified in stockholders' equity in accordance with ASC 815-40, Contracts in Entity's Own Equity.
Related Party Transactions
As of January 31, 2026 and 2025, Google held 34,422,330 and 31,942,641 shares of the Company’s Class A common stock, respectively, and, as such, owned greater than 10 % of outstanding shares of the Company’s Class A common stock.
In April 2017, the Company and Google entered into a five year content license agreement pursuant to which the Company licensed content to Google. In April 2022, the agreement automatically renewed for a period of one year and in April 2023, the agreement expired. For the fiscal year ended January 31, 2024 , the Company recognized revenue of $ 0.3 million, related to the content license agreement.
In July 2023, the Company and Google entered into a one year content license agreement pursuant to which the Company agreed to license content to Google and provide certain of its products and services in exchange for a $ 1.0 million fee. The agreement does not include extension or renewal terms. In August 2024, the content license agreement was amended to extend the term until November 2024 in exchange for a $ 0.3 million fee. For the fiscal years ended January 31, 2025 and 2024 , the Company recognized revenue of $ 0.3 million and $ 1.0 million, respectively, related to the content license agreement.
The Company purchases hosting and other services from Google, of which $ 9.0 million and $ 10.6 million is deferred as of January 31, 2026 and 2025 , respectively. The Company recorded $ 26.0 million of expense during the fiscal year ended January 31, 2026 relating to hosting and other services provided by Google, of which $ 23.4 million was classified as cost of revenue and $ 2.6 million was classified as research and development. The Company recorded $ 26.6 million of expense during the fiscal year ended January 31, 2025 relating to hosting and other services provided by Google, of which $ 23.9 million was classified as cost of revenue and $ 2.7 million was classified as research and development. The Company recorded $ 28.7 million of expense during the fiscal year ended January 31, 2024 relating to hosting and other services provided by Google, of which $ 25.8 million was classified as cost of revenue and $ 2.9 million was classified as research and development.
As of January 31, 2026 and 2025 , the Company’s accrued and other current liabilities balance included $ 2.5 million and $ 2.4 million related to hosting and other services provided by Google, respectively.
On June 28, 2021, the Company amended the terms of its hosting agreement with Google. The amendment, among other things, increased the aggregate purchase commitments to $ 193.0 million. The amended agreement commenced on August 1, 2021 and extends through January 31, 2028. See Note 10 for future Google hosting purchase commitments, including the amended commitments, as of January 31, 2026 .
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Stock-based Compensation
Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan
Prior to the Business Combination, the Company issued equity awards under the Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan (the “ Legacy Incentive Plan ”). The Legacy Incentive Plan provided for the granting of stock options and restricted stock units (“ RSUs” ) to employees and consultants of the Company or any of its parent, subsidiaries or affiliate entities. Options granted under the Legacy Incentive Plan may be either incentive stock options (“ ISOs ”) or nonqualified stock options (“ NSOs ”). ISOs may be granted only to employees of the Company or any of its parent or subsidiaries, including officers and directors who are also such employees. NSOs may be granted to employees and consultants of the Company or any of its parent, subsidiaries or affiliate entities. Options under the Legacy Incentive Plan have a contractual life for periods of up to ten years (or five years if an incentive stock option is granted to a person who on grant date owns Company stock representing more than 10% of the voting power of all classes of stock of the Company or any of its parent or subsidiaries). Options granted generally vest over four years . The Legacy Incentive Plan was terminated in connection with the completion of the Business Combination. No further awards will be granted under the Legacy Incentive Plan.
Planet Labs PBC 2021 Incentive Award Plan
In connection with the Business Combination, the Company adopted the Planet Labs PBC 2021 Incentive Award Plan (the “ Incentive Plan ”). Awards may be granted under the Incentive Plan to employees and consultants of the Company or any of its parent or subsidiaries and members of the Company’s board of directors; however, ISOs may only be granted to employees of the Company or any of its parent or subsidiaries. The Incentive Plan allows for the grant of awards in the form of: (i) ISOs; (ii) NSOs; (iii) stock appreciation rights (“ SARs ”); (iv) restricted stock; (v) RSUs; (vi) dividend equivalents; and (vii) other stock or cash-based awards.
The aggregate number of shares of Class A common stock reserved for issuance under the Incentive Plan is the sum of (i) 32,412,802 shares, (ii) any shares that were subject to awards outstanding under the Legacy Incentive Plan as of the effective date of the Incentive Plan and which, following the effectiveness of the Incentive Plan, became or become (as applicable) unused and reacquired in connection with the award expiring, lapsing, terminating, or, being paid out in cash, surrendered, repurchased, cancelled, forfeited, or applied toward the payment of the exercise price or tax withholding obligations under the award, and (iii) an annual increase on the first day of each fiscal year commencing with February 1, 2022 and ending on and including February 1, 2031, of a number of shares equal to 5 % of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding fiscal year (or such lesser number of shares as is determined by the board of directors). The maximum number of shares of Class A common stock that may be issued pursuant to ISOs granted under the Incentive Plan is 56,963,788 shares.
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Stock-Based Compensation
The following table summarizes stock-based compensation expense recognized related to awards granted to employees and nonemployees, as follows:
Year Ended
January 31,
(in thousands)
Cost of revenue
Research and development
Sales and marketing
General and administrative
Total expense
Capitalized to internal-use software development costs and
property and equipment
Total stock-based compensation expense
Stock Options
A summary of stock option activity is as follows:
Options Outstanding
Number of
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Term (Years)
Aggregate
Intrinsic
Value
(in thousands)
Balances at January 31, 2023
Exercised
Forfeited
Balances at January 31, 2024
Exercised
Forfeited
Balances at January 31, 2025
Exercised
Forfeited
Balances at January 31, 2026
Vested and exercisable at January 31, 2026
The intrinsic value of options exercised during the fiscal years ended January 31, 2026, 2025 and 2024 was $ 63.3 million, $ 2.7 million and $ 4.1 million, respectively.
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A summary of options outstanding and exercisable by price at January 31, 2026 are as follows:
Options Outstanding
Options Exercisable
Weighted Average Exercise Price
Number of
Options
Weighted
Average
Remaining
Contractual
Life (in Years)
Number of
Options
Weighted
Average
Remaining
Contractual
Life (in Years)
As of January 31, 2026 , total unrecognized compensation cost related to stock options was $ 1.0 million. These costs are expected to be recognized over a weighted average remaining period of approximately 0 .3 years.
Restricted Stock Units
A summary of RSU activity is as follows:
Number of
RSUs
Weighted
Average
Grant Date
Fair Value
Balances at January 31, 2023
Vested
Granted
Forfeited
Balances at January 31, 2024
Vested
Granted
Forfeited
Balances at January 31, 2025
Vested
Granted
Forfeited
Balances at January 31, 2026
RSUs generally vest over four years, subject to the recipient’s continued service through each applicable vesting date.
Stock-based compensation expense recognized for RSUs during the fiscal years ended January 31, 2026, 2025 and 2024 was $ 51.5 million, $ 40.8 million and $ 39.2 million, respectively.
As of January 31, 2026 , total unrecognized compensation cost related to RSUs was $ 95.8 million. These costs are expected to be recognized over a weighted average remaining period of approximately 2.4 years.
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Performance Vesting Restricted Stock Units
During the fiscal year ended January 31, 2026 , the Company granted 190,042 performance vesting restricted stock units (“PSUs”) to certain members of the Company’s senior management. A portion of the PSUs are subject to vesting requirements related to the achievement of certain revenue and adjusted EBITDA targets for the first half of the fiscal year ended January 31, 2026 and the remaining portion is subject to vesting requirements related to the achievement of certain revenue and adjusted EBITDA targets for the entire fiscal year ended January 31, 2026 . Vesting is also subject to continued service through the applicable vesting dates, and the actual number of PSUs that may vest ranges from 0 % to 125 % of the PSUs granted based on achievement of the targets.
Stock-based compensation expense recognized for PSUs during the fiscal years ended January 31, 2026, 2025, and 2024 was $ 0.9 million, $ 1.0 million, and $ 0.9 million, respectively. As of January 31, 2026 , total unrecognized compensation cost related to PSUs was $ 0.1 million, which is expected to be recognized over a period of approximately 0.2 years.
Employee Stock Purchase Program
Beginning in April 2024, the Company's eligible employees were able to begin participating in the Company's Employee Stock Purchase Program (“ESPP”). The ESPP allows eligible participants to contribute up to 10 % of their eligible compensation towards the purchase of Class A common stock at a discounted price, subject to certain limitations. The purchase price of the shares on each purchase date is equal to 85 % of the lower of the fair market value of Class A common stock on the first and last trading days of each offering period. The offerings under the ESPP are currently designed to be intended to qualify under Section 423 of the Internal Revenue Code. The Company estimates the fair value of each purchase right under the ESPP on the date of grant using the Black-Scholes valuation model and uses the straight-line attribution approach to record the expense over the six-month offering period.
Stock-based compensation expense recognized related to ESPP during the fiscal years ended January 31, 2026 and 2025 was $ 1.5 million and $ 0.7 million, respectively. As of January 31, 2026 , total unrecognized compensation cost related to ESPP was $ 0.3 million. These costs are expected to be recognized over a period of approximately 0.2 years.
Early Exercises of Stock Options
The Legacy Incentive Plan provided for the early exercise of stock options for certain individuals as determined by the Company’s board of directors. Shares of common stock issued upon early exercises of unvested options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules and accordingly, the consideration received for early exercises is initially recorded as a liability and reclassified to common stock and additional paid-in capital as the underlying awards vest. Stock options that are early exercised are subject to a repurchase option that allows the Company to repurchase within ninety days of an individual’s termination for any reason, any unvested shares of such individual for a repurchase price equal to the lesser of the then-current fair market value of a share and the amount previously paid by the individual for such unvested shares. During the fiscal year ended January 31, 2022, the Company issued 1,838,207 shares of Class A common stock upon the early exercise of unvested stock options. As of January 31, 2026 , the Company had a $ 1.8 million liability recorded for the early exercise of unvested stock options, and the related number of unvested shares subject to repurchase was 183,820 .
Earn-out Shares
Pursuant to the Merger Agreement, Former Planet equity award holders will have the right to receive up to 5,540,990 shares that are contingently issuable in shares of Class A common stock. The Earn-out Shares may be
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earned in four equal tranches (i) when the closing price of Class A common stock equals or exceeds $ 15.00 , $ 17.00 , $ 19.00 and $ 21.00 , over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $ 15.00 , $ 17.00 , $ 19.00 and $ 21.00 . Any right to Earn-out Shares that remains unvested on the first business day after five years from the closing of the Business Combination will be forfeited without any further consideration. The Earn-out Shares allocated to Former Planet equity award holders are accounted for as stock-based compensation pursuant to ASC 718, Compensation—Stock Compensation because service must be provided through each contingent vesting condition described above.
The fair value of the Earn-out Shares allocated to Former Planet equity award holders of $ 45.3 million was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. Compensation expense for awards with market conditions is recognized over the requisite service period and is not reversed if the market condition is not met. The requite service period for each of the four vesting tranches for the Earn-out Shares was derived from the median time to vest for each tranche utilizing the same simulation model that produced the fair value estimate.
During the fiscal year ended January 31, 2026 , 2,046,500 Earn-Out shares vested resulting in the issuance of Class A common stock shares. No Earn-out shares vested during the fiscal years ended January 31, 2025 and 2024. As of January 31, 2026 and 2025 , there were 682,809 and 2,922,188 Earn-out Shares outstanding relating to Former Planet equity award holders, respectively.
During the fiscal year ended January 31, 2024 , the Company recognized $ 4.2 million of stock-based compensation expense related to the Earn-out Shares. As of January 31, 2024, there was no remaining unrecognized compensation cost related to the Earn-out Shares.
Other Stock-based Compensation
In connection with the acquisition of VanderSat B.V. (“VanderSat”) on December 13, 2021, the Company issued 543,391 shares of Class A common stock to an employee and former owner of VanderSat which are accounted for as stock-based compensation because the shares were subject to forfeiture based on post-acquisition time-based service vesting. The shares vested in quarterly increments over two years commencing on December 13, 2021. The fair value was determined to be $ 9.47 per share based on the quoted closing price of the Company’s Class A common stock on the date of the acquisition. During the fiscal years ended January 31, 2024 , the Company recognized $ 2.2 million of stock-based compensation expense related to these shares.
Income Taxes
The components of the loss before income taxes are as follows:
Year Ended January 31,
(in thousands)
Domestic
Foreign
Total loss before income taxes
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The provision for (benefit from) income taxes consists of the following:
Year Ended January 31,
(in thousands)
Current
Federal
State
Foreign
Total current tax provision
Deferred
Federal
State
Foreign
Total deferred tax benefit
Income tax provision
On July 4, 2025, the One Big Beautiful Bill Act was enacted. The Company has evaluated the provisions in the Act and determined that there was immaterial impact to the Company's current year effective tax rate and its consolidated financial statements.
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A reconciliation of the statutory federal income tax rate with the effective tax rate after the adoption of ASU 2023-09 is as follows:
Year ended January 31, 2026
(in thousands)
Amounts
Percent
U.S. Federal Statutory Rate
Domestic Federal
Research credits
Nontaxable and nondeductible items, net
Stock-based compensation
Revaluation gain/loss
Excess officers compensation
Other adjustments
Cross-border tax laws
Other reconciling items
Change in Valuation Allowance
Changes in Unrecognized Tax Benefits
State taxes, net of federal benefit (1)
Foreign tax effects
Other foreign jurisdictions
Total Tax Provision
(1) State tax benefits in California made up the majority (greater than 50%) of the tax effect in this category.
A reconciliation between the U.S. federal statutory income tax and the Company’s effective tax rates as a percentage of loss before income taxes prior to the adoption of ASU 2023-09 is as follows:
Year Ended January 31,
Provision computed at federal statutory rate
States taxes, net of federal benefit
Foreign rate differential
Revaluation gain/loss
Stock-based compensation
Tax credits
Change in valuation allowance
Other
Effective tax rate
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The components of the Company’s deferred tax assets and liabilities are as follows:
January 31,
(in thousands)
Deferred tax assets
Net operating loss carryforwards
Tax Credit carryforwards
Stock-based compensation
Capitalized research expenses
Property and Equipment
Excess interest expense
Operating lease liability
Other
Total deferred tax assets
Valuation allowance
Total deferred tax assets
Deferred tax liabilities
Operating lease right-of-use assets
Intangible assets
Total deferred tax liabilities
Net deferred tax assets (liabilities)
As of January 31, 2026 , the Company had a net deferred tax liability of $ 0.5 million. The Company had deferred tax assets of $ 358.0 million and $ 297.3 million before valuation allowances as of January 31, 2026 and 2025, respectively. The Company assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some or all of its deferred tax assets will not be realized. The Company evaluates all available positive and negative evidence such as past operating results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. Management believes that it is more likely than not that the majority of U.S. and foreign deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against its deferred tax assets in these jurisdictions.
The net change in the total valuation allowance is as follows:
Year Ended January 31,
(in thousands)
Valuation allowance, beginning of year
Change in valuation allowance
Valuation allowance, end of year
The Company considers the undistributed earnings of its foreign subsidiaries permanently reinvested in foreign operations and has not provided for U.S. income taxes on such earnings. As of January 31, 2026 , the Company’s unremitted earnings from its foreign subsidiaries were $ 31.0 million and the corresponding unrecognized deferred U.S. income tax liability is not material.
The Company is subject to income taxes in the United States and various foreign jurisdictions. As of January 31, 2026 , the Company had approximately $ 967.3 million of federal net operating loss (“NOL”) carryforward, of which $ 259.2 million will expire at various dates through 2038 and $ 708.1 million has an indefinite carryforward. Additionally, the Company had state and foreign NOL carryforwards of $ 603.6 million and $ 2.1 million, respectively. The state and foreign NOL carryforwards might be available to offset future taxable income, which will expire in varying amounts beginning in 2026. An insignificant amount of NOL and credits carryforwards may be subject to annual limitations under Internal Revenue Code Section 382.
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As of January 31, 2026 , the Company had approximately $ 41.9 million of federal and $ 24.4 million of California research and development credit carryforwards available to reduce future taxable liability. The federal credit carryforwards will expire beginning in 2032 and California credits can be carried forward indefinitely.
The Company’s unrecognized tax benefits are as follows:
Year Ended January 31,
(in thousands)
Beginning of year
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
End of year
As of January 31, 2026 , the Company’s estimated gross unrecognized tax benefits were $ 13.8 million, none of which, if recognized, would affect the effective tax rate. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for taxes. The Company accrued $ 0.3 million for interest as of January 31, 2026 and no such expenses were incurred in the prior years presented.
The Company does not anticipate the total amounts of unrecognized tax benefits to significantly increase or decrease in the next twelve months.
The amounts of income taxes paid by the Company were as follows:
(in thousands)
Year ended January 31, 2026
Austria
Columbia
Germany
Slovenia
Other
Total income taxes, net of tax refunds
The amount of income taxes paid (received) by the Company during the fiscal years ended January 31, 2025 and 2024, was $ 1.8 million and $( 0.2 ) million, respectively.
The Company files U.S. federal, various state and foreign income tax returns. The Company is not currently under audit by any taxing authorities. All tax years remain open to examination by taxing jurisdictions to which the Company is subject.
Net Loss Per Share Attributable to Common Stockholders
The Company computes net loss per share of the Class A common stock and Class B common stock using the two-class method required for participating securities. Basic and diluted net loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts):
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Year Ended January 31,
Numerator:
Net loss attributable to common stockholders
Denominator:
Basic and diluted weighted-average common shares
outstanding used in computing net loss per share
attributable to common stockholders
Basic and diluted net loss per share attributable to common
stockholders
Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential Class A common stock and Class B common stock outstanding would have been anti-dilutive.
The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:
Year Ended January 31,
Warrants to purchase Class A common stock
Common stock options
Restricted Stock Units
Performance vesting Restricted Stock Units
Shares committed under ESPP
Earn-out Shares
dMY Sponsor Earn-out Shares
Public Warrants
Private Placement Warrants
Early exercised common stock options, subject to future vesting
If-converted common shares from 2030 Notes
On September 12, 2025, the Company issued $ 460.0 million in aggregate principal amount of the 2030 Notes. The initial conversion rate for the 2030 Notes is 83.6715 shares of Class A common stock per $ 1,000 principal amount of the 2030 Notes. The Company applies the if-converted method in computing the effect of the 2030 Notes on diluted net income per share attributable to common shareholders. The 2030 Notes were not included for purposes of calculating the number of diluted shares outstanding as their effect would have been anti-dilutive. In connection with the issuance of the 2030 Notes, the Company entered into the Capped Call Transactions, which were not included for purposes of calculating the number of diluted shares outstanding as their effect would have been anti-dilutive. The Capped Call Transactions are expected generally to reduce the potential dilution to the Class A common stock upon any conversion of the 2030 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the 2030 Notes, as the case may be, in the event of the market price per share of the Class A common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. Refer to Note 13 "Convertible Notes" for further information.
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Segment and Geographic Information
The Company has determined that it operates in one operating and reportable segment as the CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses consolidated net loss, as reported on our Consolidated Statements of Operations, in evaluating performance of the Company’s single segment, monitoring budget versus actual results, and determining how to allocate resources of the Company as a whole.
Financial information for the Company’s reportable segment was as follows:
Year Ended January 31,
(in thousands)
Revenue
Less: Significant and other segment expenses
Cost of revenue (1)
Research and development (1)
Sales and marketing (1)
General and administrative (1)
Depreciation and amortization
Stock-based compensation
Restructuring costs (2)
Employee transaction bonuses in connection with the
Sinergise business combination (See Note 5)
Interest expense
Employer payroll taxes related to earnout share vesting
Certain litigation expenses (3)
Other segment items (4)
Consolidated net loss
(1) Exclusive of the following items shown separately; Depreciation and amortization, stock-based compensation, restructuring costs, employee transaction bonuses in connection with the Sinergise business combination, employer payroll taxes related to earnout share vesting, and certain litigation expenses.
(2) Exclusive of stock-based compensation shown separately. Refer to Note 7.
(3) Expenses relating to the Delaware class action lawsuit and acquisition related earnout contingent consideration dispute. Refer to Note 10.
(4) Includes interest income, change in fair value of warrant liabilities, other income (expense), net and provision for income taxes. Refer to the consolidated statements of operations.
Capital expenditures, which consists of purchases of property and equipment and capitalized internal-use software costs, for the fiscal years ended January 31, 2026, 2025, and 2024 was $ 81.5 million, $ 49.6 million, and $ 42.4 million, respectively.
The Company’s long-lived assets by geographic region are as follows:
January 31,
(in thousands)
United States
Rest of world
Total property and equipment, net
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The Company concluded that satellites in service continue to be owned by the U.S. entity and accordingly are classified as U.S. assets in the table above. No single country other than the U.S. accounted for more than 10% of total property and equipment, net, as of January 31, 2026 and 2025 .
Defined Contribution Plan
The Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, covering substantially all full-time U.S. employees. Participating employees may contribute a percentage of their qualifying annual compensation up to the annual Internal Revenue Service contribution limit. The 401(k) plan was adopted in 2013. Beginning January 1, 2026, the Company commenced matching employee contributions at a rate of 100 %, with a maximum matching employer annual contribution of $ 2,000 per employee. Total matching contributions under the defined-contribution savings plan amounted to $ 0.7 million for the fiscal year ended January 31, 2026 .
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