PL 10-K & 10-Q changes, risk factors and insider trading

Risks Related to Our Business and Industry our limited operating history;

•our history of losses and uncertainty about future profitability;

•the evolution of the markets for our productsofferings;

•our ability to compete effectively in intensely competitive markets;

•our ability to attract new customers in a cost-effective manner;

•our ability to manage our international operations;

•our ability to successfully produce, launch, commission, operate and maintain our satellites and our customers’ and related infrastructure on suitable timelines to our customers;

•the impact of satellite and infrastructuralinfrastructure related failures;

•our ability to develop new productsofferings and enhancements that achieve market acceptance;

•our reliance on contracts with large enterprises and U.S. and foreign governmental entities;

•the impact of disruptions in the U.S. government’s operations and funding;

•our partial dependency on partnerships and resellers of our imagery;

•the impact of macroeconomic and geopolitical uncertainties, including trade tensions and tariffs;

•our reliance on a limited number of suppliers and our ability to establish new supply relationships;

•our ability to price our products and servicesofferings effectively;

•our ability to hire, integrate and retain highly skilled personnel;

•the effectiveness of actions to develop and expand our sales and marketing capabilities;

•issues in the use of AI in our business;

•the impact of climate change;

•Risks Related to Our Cyber Security, Data Privacy and Intellectual Property our or our third-party service providersproviders' ability to protect against cybersecurity related attacks;

•our ability to protect our intellectual property;

•any legal proceedings or claims against us relating to our intellectual property;

•our use of open source software;

•our use of data relating to individuals;

•our policies regarding customer confidential information;

Risks Related to Financial, Accounting, and Tax Matters our ability to raise capital;

•changes in tax rules and regulations;

•our ability to use our net operating losses;

•the accuracy of our key metrics, and assumptions and estimates used to calculate them;

•changes in accounting standards that may cause adverse financial reporting fluctuations;

•the accuracy of our estimates and judgments related to our critical accounting policies;

•changes in our investment portfolio;

•exposure to foreign currency exchange rate fluctuations;

•Risks Related to Legal and Regulatory Matters our ability to operate in a highly regulated industry and obtain and maintain required government licenses and other authorizationsauthorizations, including those necessary to launch and obtainoperate space and maintainground requiredinfrastructure governmentfor licensesourselves and otherfor authorizationsour customers;

•our ability to adapt to legislative and regulatory changes that affect our business our ability to comply with the National Industrial Security Program Operating Manual;

•our ability to comply with anti-corruption, anti-bribery, anti-money laundering, and similar laws;

•our ability to comply with international trade and governmental export and import controls and economic sanctions laws and regulations;

•failure to comply with governmental laws and regulations;

Additional Risks Related to Ownership of Our Securities and Operating as a Public Company volatility of the trading price of our securities;

•the multi-class structure of our common stock;

•securities or industry analysts changing their recommendations regarding our Class A common stock;

•anti-takeover provisions contained in our governing documents and the exclusive forum provision in our certificate of incorporation; and our status as a Delaware public benefit corporation.

We have a history of operating losses and limited history of operating at our current scale and under our current strategy, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results inor theachieve future.or sustain profitability.

We generatedhave netexperienced lossesrapid of $123.2 million, $140.5 milliongrowth and $162.0 milliondemand for our fiscalofferings yearssince ended January 31, 2025, 2024inception and 2023, respectively. As of January 31, 2025, we had an accumulated deficit of $1,203.0 million. While we have experienced significant revenue growth in recent periods, we are not certain whether or when we will generate enough revenue to sustain or increase our growth or achieve or maintain profitability in the future. We also intend to continue to invest in our business,business to sustain our growth, including with respect to the development of our platformofferings and satellites, expansion of our satellite manufacturing capacity in the U.S. and abroad and general administration, including, legal, finance and other compliance expenses related to our business. The costs associated with such continued reinvestment in our business could negatively impact our profitability or generate losses, at least in the short term. Increased expenses associated with these activities could negatively affect our future results of operations if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our platform,platform and solutions, build and launch additional satellites, scale satellite manufacturing capacity, expand our data analytics capabilities, increase our sales force to enter into new verticals, and expand use cases and integrations, amongst other things, and to consider strategic acquisitions, which may cause us to incur significant acquisition costs. We will also face increased compliance costs associated with growth,Further, the growth and expansion of our customer base,business and operationproduct asofferings places a publiccontinuous company.and Oursignificant effortsstrain to growon our businessmanagement, mayoperational beand costlierfinancial thanresources. we expect, orIn the rateevent of further growth of our growthoperations or in revenuethe number of our third-party relationships, our computer systems, procedures or internal controls may not be sloweradequate thanto wesupport expect,our operations and weour management may not be able to increasemanage any such growth effectively. To effectively manage our revenuegrowth, enoughwe must continue to offsetimplement and improve our increasedoperational, operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described herein,financial and unforeseenmanagement expenses,information difficulties, complications or delays,systems and other unknown events. If we are unable to achieveexpand, train and sustain profitability, the value ofmanage our businessemployee may significantly decrease.base.

If the market for our products and servicesofferings fails to grow as we expect or takes longer than we expect to grow, or if our current customers or prospective customers fail to adopt our platform,offerings, our business, financial condition and results of operations could be harmed.

The market for satellites, satellite imagery and related analytics products and services, in particular, continues to evolve, and the market for our dataofferings, orincluding our satellitessatellites, satellite data, related analytics products, services, satellite services offerings, and AI-enabled solutions continues to evolve and may not be as significant as we expect. Further, the number and types of customers that we believe may be interested in our satellites analytics products and servicesofferings may be lessfewer than we anticipate. We cannot be sure that we will be able to convert interest in our satellites, analytics products and servicesofferings into sales, that these markets will continue to grow or, even if they do grow, that businessesbusinesses, governments and other potential customers will adopt our platform.platform or any of the offerings we develop in the future. Our future success will depend in large part on our ability to further penetrate the existing market for satellites,our Earthofferings imagingas well as emerging markets, including for satellite services and relatedAI-enabled data analytics.solutions. Our ability to further penetrate thisthese marketmarkets depends on a number of factors, including the cost, performance, and perceived value associated with our satellites, our platform and our proprietary data.offerings. We have spent, and intend to keep spending, considerable resources to educate current and potential customers about analytics products and services in general and our platformofferings; in particular. However,however, we cannot be sure that these expenditures will help our platformofferings achieve any additional market acceptance. In addition, it may take substantial time, potentially longer than we initially forecast or anticipate, to bring on new customers or for existing customers to purchase new products or offerings we are developing or may have.develop in the future. Furthermore, potential customers could have made significant investments in alternative satellites, platforms or services, or may not be persuaded that our proprietaryofferings data isare needed for their business or operations. If thethese marketmarkets failsfail to grow or growsgrow more slowly than we currently expect or businessesbusinesses, governments and other potential customers fail to adopt our platform,offerings, our business, operating results, and financial condition could be adversely affected.

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 platformproducts includesinclude 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.

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 hundredsover ofone satellites,hundred making our fleet the largest Earth observation fleet of satellites in history.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.

We currently serve customers across largecivil government, commercial and governmentdefense 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,markets leverage our product capabilities to monitor and manage global change over broad areas to take action.

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. From time to time,Separately, we have also enteredprovide intodedicated strategicimage satellitetasking servicescapacity andon technologiesCompany partnershipsowned inor whichcustomer weowned build and operate satellites for our partners.satellites.

Scaling in Existing Verticals:

Expansion into New Verticals and Applications:

Continued Investment in Data Products and Solutions:

We plan to scale and expand our existing products,products as well as add newand 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:

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.

We believe that our financial condition and resultresults 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.”

Commercial Satellite AgreementServices Agreements

In JanuaryDecember 2025, Planet entered into a multi-year $230low million9-figure commercial agreement with SKYthe PerfectSwedish JSATArmed Forces (“JSAT”"SwAF") through its U.S.-based subsidiary.. Pursuant to the agreement, Planet will build and operate a constellation of ten Pelican high resolution satellites that will be owned by JSAT.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 satellitesagreement arealso expectedincludes access to launchimagery beginningdata inas 2027.well Thereas wasAI-enabled no revenue recognizedsolutions for theenhanced agreementsituational duringand theawareness fiscal year ended January 31, 2025.capabilities.

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 abilityagile aerospace capabilities, which allow for the rapid development and deployment of satellite hardware to continueensure toa improveconsistent data supply that differentiates our dataofferings andfrom offertraditional softwareaerospace andmodels. analyticBy solutionsleveraging thatthese unique hardware advantages alongside recent advances in artificial intelligence, we are able to make our data easier to consume and integrate into our customers’ workflows, our success in offering newextensive data sets more accessible and productsactionable for customers. Our integration of AI-driven automated detection and feature extraction transforms imagery into "analytic-ready" insights, effectively lowering the barrier to solveentry customer problems, increases infor our globalcustomers. sales presence and increases in our marketing investments. As part of this strategy, weWe have recentlyalso made Planet’sour data available for purchase directly through our Planet Insights Platform (which has integrated the former Sentinel Hub platform),Platform, which facilitates rapid user adoption, particularlyadoption 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’sPlanet's offerings,offerings and leading to broader awareness of our solutions throughout their networks and organizations.

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 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 areis or will be subject to material seasonality.

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,contract. excludingACV 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.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.

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 as compared to 101% for the fiscal year ended January 31, 2024,2025, primarily due to large governmentdefense and intelligence contract expansions during the fiscal year ended January 31, 2025.expansions.

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 as compared to 103% for the fiscal year ended January 31, 2024,2025, primarily due to large governmentdefense and intelligence contract expansions during the fiscal year ended January 31, 2025.expansions.

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. We believe excluding these users from EoP Customer Count creates a more useful metric, as we view the Planet Insights Platform starter packages as entry points for smaller accounts, leading to broader awareness of our solutions throughout their networks and organizations. We believe EoP Customer Count is a useful metric for investors and management to track as it is an important indicator of the broader adoption of our platform and is a measure of our success in growing our market presence and penetration. 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, as compared to 1,018 as of January 31, 2024.2025. The decrease was primarily attributable to an increased focus on larger customers.

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,contracts. excludingACV 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 increasedwas 98% for the fiscal year ended January 31, 2026, as compared to 97% for the fiscal year ended January 31, 2025, as compared to 93% for the fiscal year ended January 31, 2024. The increase was primarily attributable to demand of data subscription and usage-based contracts from large government customers.2025.

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, as compared to 19% for the fiscal year ended January 31, 2024.2025. The increase in Capital Expenditures as a Percentage of Revenue was primarily attributable to an increase in capitalized labor and material related to the build of our next generation high resolution Pelican satellites, our hyperspectral imaging Tanager 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 intended for customer-owned satellites.

We derive revenue principally from licensing rights to use our imageryimagery, thatdedicated iscapacity, 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.

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,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. Employee-related costs include salaries, benefits, bonuses and stock-based compensation. To a lesser extent, costCost of revenue for our satellite services arrangements includes employee-related costs fromof professional services, including costs paid to subcontractors, solution partnersdesigning and certainmanufacturing customer-owned satellites, mission systems engineering, satellite operations, software development, and maintenance, as well as satellite inventory materials, third-party fees.fees for launch procurement, and ground station infrastructure.

Revenue increased $23.7$63.4 million, or 11%,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, from $220.7 million for the fiscal year ended January 31, 2024. The increase was primarily due to a $16.2 million increase from new customer growth and $7.5 million from net expansion of existing customer contracts.2025. The increase in revenue was primarily driven by growtha $64.0 million increase in the Civil Governmentdefense and Defenseintelligence and Intelligence verticals.vertical.

Sales and marketing expenses decreased $8.6$5.0 million, or 10%,6%, to $77.7$72.7 million, for the fiscal year ended January 31, 2025,2026, from $86.3$77.7 million for the fiscal year ended January 31, 2024.2025. 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 $6.5$1.3 million decrease in employee-related costs due to reduced headcount. The decrease was also partially due to a $1.5 million decrease in stock-based compensation expense, a $1.3 million decrease in sales commissions expense, a $0.9 million decrease in employee travel and entertainment costs, and a $0.8 million decrease in marketing expenses driven by decreased events. These decreases were partially offset by a $2.6$1.5 million increase in severancesales andcommissions termination benefits charges associated with the headcount reductions.expense.

General and administrative expenses decreasedincreased $2.9$11.0 million, or 4%,14%, to $88.1 million for the fiscal year ended January 31, 2026, from $77.1 million for the fiscal year ended January 31, 2025,2025. fromThe $80.1increase was primarily due to a $9.0 million forincrease 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, 2024.2026 compared to $0.5 million of recoveries of previously written-off accounts receivable in the fiscal year ended January 31, 2025. The decrease was primarily due to a $1.7 million decrease in employee-related costs due to reduced headcount. The decreaseincrease was also partially due to a $1.3$1.4 million decreaseincrease in ouremployee-related allowancecosts for expected credit losses for accounts receivable,and a $1.0 million decreaseincrease in insurancestock-based costs,compensation and a $0.8 million decrease in consulting costs.expense. These decreasesincreases were partially offset by a $1.6 million increasedecrease in expense associated with the revaluation of the contingent consideration liability for the Sinergise acquisition customer consent escrow and a $0.6$1.3 million increasedecrease inof legalseverance expenses.and termination benefits charges recognized during the fiscal year ended January 31, 2025 associated with the 2024 headcount reduction.

Interest income decreasedincreased $5.2$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, from $15.4 million for the fiscal year ended January 31, 2024.2025. The decreaseincrease was primarily due to aan decreaseincrease in our cash equivalent and short-term investment balances.

We define and calculate Non-GAAP Gross Profit as gross profit adjusted for stock-based compensation, amortization of acquired intangible assets, restructuring costs, and employeeemployer transactionpayroll bonusestaxes inrelated connectionto withearnout theshare Sinergise business combination.vesting. We define Non-GAAP Gross Margin as Non-GAAP Gross Profit divided by revenue.

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 employeeemployer transactionpayroll bonusestaxes inrelated connectionto withearnout theshare Sinergise business combination.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 facilitatesfacilitate 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 cancelablecancellable 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.

(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. As part of the 2023 headcount reduction, we recognized $0.6 million of severance and other employee-related costs within cost of revenue for the fiscal year ended January 31, 2024. For the fiscal year ended January 31, 2024, the restructuring related stock-based compensation benefit recognized within cost of revenue of $0.1 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.

We generated net losses of $138.9$9.4 million and $12.6$22.6 million for the three months ended AprilJuly 30,31, 2026 and 2025, respectively. As of AprilJuly 30,31, 2026, we had an accumulated deficit of $1,588.7$1,598.1 million. Although we have seen revenue growth in recent periods, we have not achieved profitability and we may not realize sufficient revenue to achieve or maintain profitability in future periods. If we are unable to achieve and maintain profitability on a GAAP basis, the value of our business may significantly decrease. Our efforts to grow our business may cost more than we expect, or the rate of our growth may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. Further, in future periods, our revenue growth could slow or decline for a number of reasons, including slowing demand for our offerings, increased competition from new market entrants and alternative data sources, changes to technology or regulation, a decrease in the growth of our overall market, slower than expected revenue recognition from our satellite services contracts, or our failure, for any reason, to continue to take advantage of growth opportunities.

Delays in launching satellites are common and can result from satellite manufacturing delays, unavailability of reliable launch opportunities with suppliers, launch supplier schedule delays, delays in obtaining required regulatory approvals and launch failures. If we do not meet our satellite manufacturing schedules, a launch opportunity may not be available at the time the satellites are ready to be launched. We also share launches with other satellite manufacturers who may cause launch delays that are outside of our control. There are a limited number of operational of launch suppliers and increasing demand for launch slots, which may heighten the foregoing risks to the extent any of such launch suppliers changes their terms or otherwise experiences capacity constraints. In addition, launch vehicles or satellite deployment mechanisms may fail, which could result in the destruction of any satellites we have in such launch vehicle or an inability for the satellites to perform their intended mission. Launch failures also result in significant delays in the deployment of satellites because of the need to manufacture replacement satellites, which typicallycan takestake up to six months or longer, and to obtain another launch opportunity, and may impact the timing of future launches. If we are required to replace a satellite that was damaged during launch, we may bear some or all of the costs of manufacturing replacement satellites, which could result in lost revenue and contractual penalties. Further, the cost of satellite launches, launch insurance rates and launch-related services may significantly increase in the future, which could make it much more costly, potentially prohibitively more costly, for us to launch and deploy our satellites. Any launch failure, underperformance, delay, or increase in the cost of satellite launches or related services, could have a material and adverse effect on our results of operations, business prospects and financial condition.

We operate an extensive ground infrastructure, including over a dozen ground stations maintained by third parties. These ground stations are used for controlling our satellites and our customers’ satellites and downloading imagery to eventually be provided to our customers. We may experience a partial or total loss of one or more of these facilities due to natural disasters (tornado, earthquake, flood, hurricane or other natural events), fire, acts of war or terrorism or other catastrophic events. A failure at any of these facilities could cause a significant loss of service for our customers. Additionally, we may experience a failure in the necessary equipment at our satellite control center, at any relevant back-up facility, or in the communication links between these facilities and remote teleport facilities. A failure or operator error affecting tracking, telemetry and control operations might lead to a breakdown in the ability to communicate with one or more satellites or cause the transmission of incorrect instructions to the affected satellites, which could lead to a temporary or permanent degradation in satellite performance or to the loss of one or more satellites. Intentional or non-intentional electromagnetic or radio frequency interference or cybersecurity attacks, including by nation-state actors or their agents, could result in a failure of our ability to deliver our services to our customers. We have experienced a variety of these equipment and communications failures from time to time, resulting in impacted services. A failure at any of our facilities or in the communications links between our facilities or interference with our satellite signal could cause our revenuesrevenue to decline materially and could adversely affect our ability to market our services and harm our business, prospects, financial condition and results of operations.

Disruptions in U.S. government operations and funding could have a material and adverse effect on our revenues,revenue, earnings and cash flows and otherwise adversely affect our financial condition.

We have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenuesrevenue and accounts receivable.

Significant portions of our revenue and accounts receivable are concentrated with a limited number of customers. For the three months ended AprilJuly 30,31, 2026, three customers accounted for 17%, 11%, and 10% of revenue. As of July 31, 2026, two customers accounted for 15%25% and 11% of revenue. As of April 30, 2026, one customer accounted for 33% of accounts receivable. Further, accounts receivable are typically unsecured and are thus subject to the increased risk of us being unable to collect on overdue amounts.

the size and nature of some of our contracts can make estimation of total revenuesrevenue and costs at completion complicated and subject to many variables the financial condition and creditworthiness of our customers, including greater unpredictability in our customers’ willingness or ability to timely pay for subscriptions to our platform as a result of the geopolitical tensions, inflation or high interest rates;

As part of our business strategy, we may make investments in complementary companies, products or technologies, and these acquisitions could pose challenges or risks. In this regard, we have made strategic acquisitions,acquisitions and asset purchases, including the acquisitionacquisitions of the BlackBridge group of companies in September 2015, the Terra Bella business from Google in April 2017, Boundless Spatial in March 2019, VanderSat in December 2021, Salo Sciences in January 2023, and Sinergise in August 2023, and the asset purchase from Bedrock in November 2025. We do not know if we will be able to complete any future acquisitions or successfully integrate any acquired business, operate it profitably or retain its key employees, customers, partners or vendors. Integrating any newly acquired business, product or technology could be expensive and time-consuming, could disrupt our ongoing business and financial performance, and could distract our management. If we fail to successfully integrate the assets, technologies and employees from any acquired business, our revenue and operating results could be adversely affected. Any integration process will require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges. Further, any debt we incur to complete an acquisition could result in increased fixed obligations and include certain covenants that could impede our ability to manage our operations. Alternatively, if we use equity to finance any acquisitions, it could dilute our current stockholders. We may become liable for certain unforeseen pre-acquisition liabilities of an acquired business, including, but not limited to, successor liability for actions or noncompliance of an acquired business prior to such acquisition.

Also, the use of AI technologies may result in security incidents and our use of AI technologies may create additional cybersecurity risks or increase cybersecurity risks, including risks of security breaches and incidents. Further, AI technologies may be used in connection with certain cybersecurity attacks and may increase the intensity or effectiveness of such attacks or otherwise create heightened cybersecurity risks.

If we use open source softwaresoftware, models, or data inconsistent with our policies and procedures or the license terms applicable to such software,open source materials, we could be subject to demands to release portions of our source code, legal expenses, damages, or costly remediation or disruption to our business.

We use open source softwaresoftware, data, and models ("Open Source Materials") in our platform. From time to time, companies that use openOpen sourceSource softwareMaterials have faced claims challenging the use of such openOpen sourceSource softwareMaterials and their compliance with the terms of the applicable open source license. We may be subject to suits by parties claiming ownership of what we believe to be openOpen sourceSource softwareMaterials or claiming non-compliance with the applicable open source licensing terms. Additionally, while we have policies and procedures in place designed to govern our use of openOpen sourceSource software,Materials, there is a risk that we may incorporate openOpen sourceSource softwareMaterials with onerous licensing terms, including the obligation to make our source code available for others to use or modify without compensation to us, or inadvertently use openOpen sourceSource softwareMaterials in a manner that exposes us to claims of non-compliance with the applicable terms of such license, including claims for infringement of intellectual property rights or for breach of contract. If we receive an allegation that we have violated an open source license, we may incur significant legal expenses, be subject to damages, be required to redesign our product to remove the openOpen sourceSource softwareMaterials or publicly release certain portions of our proprietary source code, or be required to comply with onerous license restrictions, all of which could have a material impact on our business. Even in the absence of a claim, if we discover the use of open source software inconsistent with our policies, we could expend significant time and resources to replace the openOpen sourceSource softwareMaterials or obtain a commercial license, if available. All of these risks are heightened by the fact that the ownership of openOpen sourceSource softwareMaterials can be uncertain, leading to litigation, and many of the licenses applicable to openOpen sourceSource softwareMaterials have not been interpreted by courts, and these licenses could be construed to impose unanticipated conditions or restrictions on our ability to commercialize our products. Any use of openOpen sourceSource softwareMaterials inconsistent with our policies or licensing terms could harm our business and financial position.

The availability and cost to us of external financing depend on a number of factors, including our financial performance and general market conditions, including any impact of national or global health concerns, inflation or high interest rates, bank and financial institution stability or other global events that may have an effect on general market conditions or the capital markets specifically. Declines in our expected future revenuesrevenue under contracts with customers and challenging business conditions faced by our customers are among the other factors that may adversely affect our credit and access to the capital markets. Other factors that could impact the availability and cost to us of external financing include the amount of debt in our current or future capital structure, activities associated with strategic initiatives, the health of our satellites, the success or failure of our planned launches, our expected future cash flows and the capital expenditures required to execute our business strategy. The overall impact on our financial condition of any transaction that we pursue may be negative or may be negatively perceived by potential lenders and may result in less access to the capital markets. Long-term disruptions in the capital or credit markets as a result of uncertainty or recession, changing or increased regulation or failures of significant financial institutions could adversely affect our access to capital. A deterioration in our financial performance or general market conditions could limit our ability to obtain financing or could result in any such financing being available only at greater cost or on more restrictive terms than might otherwise be available and, in either case, could result in our deferring or reducing capital expenditures including on new or replacement satellites. In addition, sustained or increased economic weaknesses or pressures or new economic conditions may limit our ability to generate sufficient internal cash to fund investments, capital expenditures, acquisitions and other strategic transactions and/or the development, design, acquisition and construction of new satellites. We cannot predict with any certainty whether or not we will be impacted by economic conditions. As a result, these conditions make it difficult for us to accurately forecast and plan future business activities because we may not have access to funding sources necessary for us to pursue organic and strategic business development opportunities.

Due to the size and nature of some of our contracts, especially our large-scale satellite services contracts, the estimation of total revenues,revenue, timing of revenue recognition, and cost at completion is complicated and subject to many variables. Assumptions have to be made regarding the length of time to complete the contract or program because costs also include expected increases in wages and employee benefits, material prices and allocated fixed costs. Because of the significance of the judgments and estimation processes described above, materially different revenuesrevenue and profit amounts could be recorded if we used different assumptions, revised our estimates, or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may adversely affect future period financial performance.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including employment and labor, licensing, export, import, sanctions, anti-bribery/anti-corruption, tax, privacy and data security, health and safety, communications, and environmental matters. Laws and regulations at the foreign, federal, state and local levels frequently change, especially in relation to new and emerging industries, and we cannot always reasonably estimate the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. In particular, our industry is highly regulated due to the sensitive nature of satellite technology.technology as well as related analytics products, solutions, and services offered to government customers. The laws and regulations, and interpretations thereof, governing our business and operations, including the collection and distribution of satellite imagery and associated analytics and services, are likely to change in the future. Additionally, there are certain environmental risks involved in the operation of our ground stations, manufacturing of our satellites and potential for orbital debris. To the extent that governments impose restrictions or additional regulations, or new interpretations or applications of existing laws, to address regulation of satellite technology, sale of satellite hardware and managed operations services, distribution of satellite imagery or analytics products/solutions, services, or any environmental concerns regarding our business activities, we may be required to alter our business operations to comply with such changes. Our ability to sell our offerings on a global basis may also be reduced or restricted due to increased U.S., E.U. or other government regulations or other government actions or unpredictable application of existing laws and regulations to novel offerings. This risk is heightened by the geopolitical relevance of our data, which can shed light on sensitive operations around the globe, as well as the sensitive nature of our customer base, which include various government agencies. Moreover, we may face lawsuits or incur liability as a result of the imagery and/or analytics/insights/services we make available through our offerings. In any of these cases, our business and operating results may be materially and adversely affected.

Export Approvals. Planet’s satellite and ground station hardware, software, and related technology is controlled for export. Any export of hardware or software, and the provision of services and related technology, including outside of the United States or to non-U.S. persons (wherever located), may be subject to U.S. export control laws and regulations including the U.S. International Traffic in Arms Regulations (“ITAR”) and the U.S. Export Administration Regulations (“EAR”), and the export control regulations of other jurisdictions from which we operate and export commodities, software, technologies, or technologies.services.

Shares of our Class B common stock have 20 votes per share, while shares of our Class A common stock have one vote per share. William Marshall and Robert Schingler, Jr. (the “Planet Founders”) hold all of the issued and outstanding shares of our Class B common stock. Accordingly, the Planet Founders hold over approximately 62% of the voting power of our capital stock and are able to control matters submitted to our stockholders for approval, including the election of directors, many amendments of our organizational documents and many transactions involving a merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction. The Planet Founders may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of Planet, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of Planet, and might ultimately affect the market price of shares of our Class A common stock.

On September 12, 2025, we issued $460.0 million in aggregate principal amount of our 0.50% Convertible Senior Notes due 2030, which mature on October 15, 2030 (the “2030 Notes”). Prior to July 15, 2030, the 2030 Notes are convertible at the option of the holders only under certain conditions or upon the occurrence of certain events. As of AprilJuly 30,31, 2026, the conditions allowing holders of the 2030 Notes to convert were not met. As of May 1, 2026, the conditional conversion feature of the 2030 Notes was triggered as the last reported sale price of our Class A common stock was more than or equal to 130% of the conversion price for at least 20 trading days in the period of 30 consecutive trading daysdays. endingConsequently, on April 30, 2026 (the lastconditional tradingconversion dayfeature of the immediately2030 precedingNotes fiscalwas quarter),triggered. andAs thereforea result, the 2030 Notes are currently convertible, in whole or in part,convertible at the option of the holders betweenduring Maythe fiscal quarter beginning August 1, 20262026, throughand Julyending October 31, 2026. After July 15, 2030, holders may convert all or any portion of their 2030 Notes at their option at any time. If one or more holders elect to convert their 2030 Notes when eligible, unless we elect to deliver solely shares of our Class A common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2030 Notes being converted.

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 belowbelow, in Part II, Item 1A "Risk Factors" of this Quarterly Report.

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-readyanalytic 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 adoptionadoption, 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'sPlanet’s offerings and leading to broader awareness of our solutions throughout their organizations.

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 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 113%109% for the threesix months ended AprilJuly 30,31, 2026, as compared to 103%107% for the threesix months ended AprilJuly 30,31, 2025, primarily due to large defense and intelligence contract expansions.

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 114%110% for the threesix months ended AprilJuly 30,31, 2026, as compared to 104%108% for the threesix months ended AprilJuly 30,31, 2025, primarily due to large defense and intelligence contract expansions.

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 increasedwas to 99%98% for the threesix months ended AprilJuly 30,31, 2026, as compared to 97% for the three months ended April 30, 2025, primarily due to large defense2026 and intelligence contract expansions.2025.

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 increaseddecreased to 19%25% for the three months ended AprilJuly 30,31, 2026, as compared to 14%29% for the three months ended AprilJuly 30,31, 2025. Capital Expenditures as a Percentage of Revenue was 22% for the six months ended July 31, 2026 and 2025. The increasedecrease was primarily attributable to an increase in capitalized laborrevenue and materialtiming of purchases 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 is expected to increase as we purchase raw materials inventories intended for customer-owned satellites.

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. TheseThis revenuesrevenue areis 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 revenuesrevenue areis recognized as the services are performed.

Three months ended AprilJuly 30,31, 2026 compared to three months ended AprilJuly 30,31, 2025

Revenue increased $27.9$42.7 million, or 42%,58%, to $94.2$116.1 million for the three months ended AprilJuly 30,31, 2026 from $66.3$73.4 million for the three months ended AprilJuly 30,31, 2025. The increase was primarily driven by a $24.7$39.1 million increase in the defense and intelligence vertical. The increase was primarily due to large contract expansions with existing customers and partially due to the delivery of satellite hardware, for which revenue was recognized at a point-in-time when control transferred.

Cost of revenue increased $14.1$19.3 million, or 47%,62%, to $43.7$50.4 million for the three months ended AprilJuly 30,31, 2026, from $29.7$31.1 million for the three months ended AprilJuly 30,31, 2025. The increase was primarily due to a $5.8 million increase in costs paid to solution partners and subcontractors, primarily related to our data solutions offerings. The increase was also partially due to a $2.6$9.2 million increase in spacecraft hardware costs and a $2.0 million increase in ground station expenses, both of which were related to fulfilling our satellite services contract performance obligations. The increase was also partially due to a $2.0$4.7 million increase in employee-relatedcosts costs, duepaid to thesolution allocationpartners ofand laborsubcontractors, primarily related to fulfill our satellitedata servicessolutions contract performance obligationsofferings, and a $1.2$2.1 million increase in hosting costs.

Research and development expenses increased $10.3$11.0 million, or 45%,46%, to $33.4$35.2 million for the three months ended AprilJuly 30,31, 2026, from $23.1$24.2 million for the three months ended AprilJuly 30,31, 2025. The increase was primarily due to a $6.3$5.8 million increase in employee-related costs, primarily due to increased headcount. The increase was also partially due to a $1.6 million increase in stock-based compensation expense and a $1.5$3.7 million increase in spacecraft hardware costs for research and development activities.activities, a $1.7 million increase in stock-based compensation expense, and a $1.0 million increase in hosting costs. These increases were partially offset by a $3.0 million increase in funding recognized for our research and development arrangements.

Sales and marketing expenses increased $6.5$3.9 million, or 40%,22%, to $22.8$21.5 million, for the three months ended AprilJuly 30,31, 2026, from $16.3$17.6 million for the three months ended AprilJuly 30,31, 2025. The increase was primarily due to a $3.0$2.4 million increase in employee-related costs, primarily due to increased headcount. The increase was also partially due to a $1.2$1.1 million increase in stock-basedmarketing compensation expense and a $0.9 million increase in sales commissions expense.expenses.

General and administrative expenses increased $9.1$4.0 million, or 46%,22%, to $29.1$22.5 million for the three months ended AprilJuly 30,31, 2026, from $20.0$18.5 million for the three months ended AprilJuly 30,31, 2025. The increase was primarily due to a $6.2 million increase in legal expenses, which was primarily due to litigation contingency expenses. The increase was also partially due to a $1.7 million increase in employee-related costs, primarily due to increased headcount,headcount. andThe increase was also partially due to a $0.8$1.1 million increase in stock-based compensation expense.

Interest income increased $3.3$4.3 million to $5.2$6.4 million for the three months ended AprilJuly 30,31, 2026, from $1.9$2.2 million for the three months ended AprilJuly 30,31, 2025. The increase was primarily due to an increase in our cash equivalent and short-term investment balances.

Interest expense increased $0.9$1.1 million to $1.4 million for the three months ended AprilJuly 30,31, 2026, from $0.5$0.3 million for the three months ended AprilJuly 30,31, 2025. The increase was primarily due to $0.7 million of amortization of deferred debt discount and issuance costs and $0.6 million of interest incurred on our 2030 Notes.

The change in fair value of warrant liabilities for both the three months ended AprilJuly 30, 2026 and31, 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 and the impact of time decay as the time to expiration approaches. There was no change in fair value of warrant liabilities for the three months ended July 31, 2026 as there were no public or private placement warrants outstanding during the period.

Other income (expense), net for the three months ended AprilJuly 30,31, 2026 and 2025, primarily reflects realized and unrealized foreign currency exchange gains and losses.

Provision for income taxes was $1.0$0.7 million for the three months ended AprilJuly 30,31, 2026 and was $0.9$0.5 million for the three months ended AprilJuly 30,31, 2025. For the three months ended AprilJuly 30,31, 2026 and 2025, the income tax expense was primarily driven by the current tax on foreign earnings. The effective tax rate for the three months ended AprilJuly 30,31, 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.

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.revenue. 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.

(1) Expenses relating to thenon-ordinary Delawarecourse classlegal action lawsuit and an acquisition-related dispute.matters. Refer to Note 8 “Commitments and Contingencies” to our condensed consolidated financial statements in Item 1 of this Form 10-Q.

Adjusted EBITDA does not reflect certain litigation expenses, consisting of legal fees and contingency accruals for certain proceedings, which reducesreduce cash available to us;

For remaining performance obligations as of AprilJuly 30,31, 2026, the Company expects to recognize approximately 35%46% within the next 12 months, approximately 66%68% within the next 24 months, and the remainder thereafter. For Backlog as of AprilJuly 30,31, 2026, the Company expects to recognize approximately 40%50% within the next 12 months, approximately 69%70% within the next 24 months, and the remainder thereafter.

Since inception, we have incurred net losses. We recorded positive net cash flows from operations for the three and six months ended AprilJuly 30,31, 2026. Our operations have historically been primarily funded by the net proceeds from the sale of our debt and equity securities andsecurities, borrowings under credit facilities, net proceeds received from our ATM Equity Offering, as well as cash received from our customers.

As of AprilJuly 30,31, 2026 and January 31, 2026, we had $368.1$415.1 million and $229.4 million, respectively, in cash and cash equivalents. Additionally, as of AprilJuly 30,31, 2026 and January 31, 2026, we had short-term investments of $362.7$450.3 million and $410.6 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.

As of AprilJuly 30,31, 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 6, 8, 10, and 11 to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding these cash requirements.

Net cash provided by operating activities for the threesix months ended AprilJuly 30,31, 2026 primarily consisted of the net loss of $138.9$148.2 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 $106.5 million, stock-based compensation expense of $16.5$33.5 million, and depreciation and amortization expense of $11.2$22.0 million. The net change in operating assets and liabilities primarily consisted of a $22.5$47.1 million increase in deferred revenue and a $23.9 million decrease in accounts receivable and a $4.1 million increase in accounts payable, accrued and other liabilities,receivable, which was partially offset by a $3.4$11.5 million increase in prepaid expenses and other assets.

Net cash provided by operating activities for the threesix months ended AprilJuly 30,31, 2025,2025 primarily consisted of the net loss of $12.6$35.2 million, adjusted for non-cash items and changes in operating assets and liabilities. Non-cash items primarily included stock-based compensation expense of $12.5$26.0 million and depreciation and amortization expense of $11.1$21.7 million, which were partially offset by a change in fair value of warrant liabilities of $10.4$4.7 million. The net change in operating assets and liabilities primarily consisted of a $42.1$75.8 million increase in deferred revenue, which werewas partially offset by a $21.2 million increase in accounts receivable and a $8.9$4.3 million decrease in accounts payable, accrued and other liabilities.

Net cash providedused byin investing activities

Net cash providedused byin investing activities for the threesix months ended AprilJuly 30,31, 2026 primarily consisted of sales of available-for-sale securities of $44.5 million and maturities of available-for-sale securities of $37.5 million, which were partially offset by purchases of available-for-sale securities of $33.4$208.5 million and purchases of property and equipment of $17.3$44.7 million, which were partially offset by maturities of available-for-sale securities of $113.0 million and sales of available-for-sale securities of $56.5 million.

Net cash providedused byin investing activities for the threesix months ended AprilJuly 30,31, 2025,2025 primarily consisted of maturities of available-for-sale securities of $11.1 million, partially offset by purchases of property and equipment of $8.1$28.4 million and capitalized internal-use softwarepurchases of $1.2available-for-sale securities of $22.4 million, which were partially offset by maturities of available-for-sale securities of $27.1 million and sales of available-for-sale securities of $9.3 million.

Net cash provided by financing activities for the threesix months ended AprilJuly 30,31, 2026 primarily consisted of proceeds from ATM equity offerings of $122.4 million and proceeds from the exercise of warrants of $107.8 million and proceeds from the exercise of common stock options of $3.6 million, which were partially offset by payments for withholding taxes related to the net share settlement of equity awards of $17.3$26.0 million.

Net cash used in financing activities for the threesix months ended AprilJuly 30,31, 2025,2025 primarily consisted of payments for withholding taxes related to the net share settlement of equity awards of $5.3$12.4 million and payments offor contingent consideration for business acquisitions of $4.8 million, which waswere partially offset by proceeds from the exercise of common stock options of $3.0$8.5 million.

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues,revenue, costs and expenses and related disclosures. The accounting policies that have been identified as critical to our business operations and to understanding the results of our operations pertain to revenue recognition, and property and equipment and long-lived assets. The application of each of these critical accounting policies and estimates is discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2026 Form 10-K.