Planet Labs PBC

(a)

Adoption of Executive Incentive Umbrella Plan

On March 27, 2024, our board of directors approved the Company’s Executive Incentive Compensation Plan (the “Umbrella Plan”). The Umbrella Plan allows the Company to provide incentive awards to employees selected by the administrator of the Umbrella Plan, including the Company’s named executive officers. Pursuant to the Umbrella Plan, its administrator in its sole discretion may establish a target award for each participant and a bonus pool, with any actual awards to be paid from such bonus pool. The Umbrella Plan administrator also may establish any performance goals that will apply to any awards under the Umbrella Plan. Any such performance goals may include, but are not limited to, the goals listed in the Umbrella Plan. The performance goals may differ from participant to participant and from award to award.

The Umbrella Plan will be administered by our board of directors or a committee appointed by our board of directors. Unless and until determined otherwise by our board of directors, the compensation committee of the board of directors will administer the Umbrella Plan. The administrator of the Umbrella Plan may delegate its authority and powers under the Umbrella Plan to one or more directors and/or officers of the Company, which delegation may be revoked at any time. The board of directors may administer the Umbrella Plan concurrently with any committee designated to administer the Umbrella Plan and may revoke the delegation of some or all authority previously delegated. The administrator of the Umbrella Plan, at any time before payment of the actual award, may increase, reduce, or eliminate a participant’s actual award, and/or increase, reduce, or eliminate the amount allocated to a bonus pool, based on such factors as it deems relevant. The administrator of the Umbrella Plan, at any time before payment of an actual award, may add, remove or modify any applicable performance goals. Actual awards generally will be paid in cash in a single lump sum, provided that the Umbrella Plan administrator has discretion to settle an actual award with the grant of an equity award pursuant to the Company’s applicable equity plan as may be in effect from time to time. To earn an actual award, a participant must be employed with the Company (or its subsidiaries or other affiliates, as applicable) through the date the actual award is paid unless otherwise determined by the Umbrella Plan administrator. Payment of an actual award generally will be made as soon as practicable after the end of the applicable performance period and after the actual award is approved by the Umbrella Plan administrator.

The administrator of the Umbrella Plan has the authority to modify, amend, suspend, or terminate the Umbrella Plan, or any part of the Umbrella Plan, at any time, provided that such action does not materially impair or materially alter any rights or obligations of any actual award earned by a participant absent such participant’s consent. The Umbrella Plan will remain in effect until terminated in accordance with its terms.

The foregoing summary of the Umbrella Plan is qualified in its entirety by reference to the full text of the Umbrella Plan which is attached as Exhibit 10.8 to this Form 10-K and is incorporated herein by reference.

Adoption of Amended and Restated Bylaws

On March 27, 2024, our board of directors approved and adopted the Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended Bylaws”), which became effective upon such approval and adoption. The Amended Bylaws incorporate certain amendments to align the Amended Bylaws with changes to the Delaware General Corporation Law and the laws of the state of Delaware, including:

•provisions relating to delivery of notices and communications regarding adjourned stockholder meetings, and the availability of stockholder lists for stockholder meetings; and

•requirements for action by written consent of the board of directors.

The Amended Bylaws also incorporate certain other amendments, including:

•updating procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at the Company’s annual meeting of stockholders (except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934), including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies;

•changing certain provisions relating to stockholder nominations of directors to address the universal proxy rules adopted by the Securities and Exchange Commission; and

•making certain other clarifying, conforming and ministerial changes.

The foregoing summary of the Amended Bylaws does not purport to be complete and is qualified in its entirety by the full text of the Amended Bylaws, which is attached as Exhibit 3.2 to this Form 10-K and is incorporated herein by reference.

(b) Securities Trading Plans of Directors and Executive Officers

During the three months ended January 31, 2024, none of our directors or officers adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).