Planet Announces Closing of Private Upsized Offering of $460,000,000 of 0.50% Convertible Senior Notes Due 2030

Strengthens balance sheet to fuel long-term growth at an attractive rate

Structured efficiently with five-year maturity and $18.04 effective conversion price per share

SAN FRANCISCO--(BUSINESS WIRE)--Planet Labs PBC (NYSE:PL) today announced the closing of $460,000,000 aggregate principal amount of 0.50% Convertible Senior Notes due 2030 (the “notes”), including the exercise in full of the option granted to the initial purchasers to purchase up to $60,000,000 aggregate principal amount of notes.

Planet CFO and President Ashley Johnson, said: "The closing of this offering represents another step in building a sustainable, high-impact business for the long-term. This strategic financing allows us to strengthen our balance sheet and enhance our competitive position, while minimizing dilution for our existing shareholders. The strong investor demand, which led to the upsize of the offering, is a clear vote of confidence in our team and our mission.”

The offering of the notes was structured with a 0.50% interest rate, a five-year maturity and an initial conversion price of approximately $11.95 per share, representing an initial conversion premium of approximately 32.5% above the closing price of $9.02 per share of Planet’s Class A common stock on September 9, 2025.

In connection with the offering of the notes, Planet entered into capped call transactions, which increase the effective conversion price of the notes to 200% of the closing price of Planet’s Class A common stock on September 9, 2025. The capped call transactions are expected to reduce dilution or offset any cash payments Planet is required to make in excess of the principal amount of converted notes, as the case may be, upon a conversion of the notes up to a stock price of $18.04 per share of Planet’s Class A common stock, subject to adjustment under the terms of the capped call transactions.

Planet can elect to settle any conversions of notes in cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock.