Planet Labs PBC Fair Value Disclosure
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 |
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(in thousands) |
|
Level 1 |
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Level 2 |
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Level 3 |
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Assets |
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|
|
|
|
|
|
|
|
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Cash equivalents: |
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|
|
|
|
|
|
|
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|||
Money market funds |
|
$ |
99,181 |
|
|
$ |
— |
|
|
$ |
— |
|
Corporate bonds |
|
|
— |
|
|
|
2,584 |
|
|
|
— |
|
Restricted cash equivalents: money market funds |
|
|
5,926 |
|
|
|
— |
|
|
|
— |
|
Short-term investments: |
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|
|
|
|
|
|
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U.S. Treasury securities |
|
|
212,897 |
|
|
|
— |
|
|
|
— |
|
Commercial paper |
|
|
— |
|
|
|
4,601 |
|
|
|
— |
|
Corporate bonds |
|
|
— |
|
|
|
193,151 |
|
|
|
— |
|
Total assets |
|
$ |
318,004 |
|
|
$ |
200,336 |
|
|
$ |
— |
|
Liabilities |
|
|
|
|
|
|
|
|
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Public Warrants |
|
$ |
128,363 |
|
|
$ |
— |
|
|
$ |
— |
|
Private Placement Warrants |
|
|
— |
|
|
|
— |
|
|
|
44,945 |
|
Total liabilities |
|
$ |
128,363 |
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|
$ |
— |
|
|
$ |
44,945 |
|
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January 31, 2025 |
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(in thousands) |
|
Level 1 |
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Level 2 |
|
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Level 3 |
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Assets |
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|
|
|
|
|
|
|
|||
Cash equivalents: |
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|
|
|
|
|
|
|
|
|||
Money market funds |
|
$ |
29,054 |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted cash equivalents: money market funds |
|
|
10,350 |
|
|
|
— |
|
|
|
— |
|
Short-term investments: |
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|
|
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|
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|||
U.S. Treasury securities |
|
|
13,095 |
|
|
|
— |
|
|
|
— |
|
Commercial paper |
|
|
— |
|
|
|
4,290 |
|
|
|
— |
|
Corporate bonds |
|
|
— |
|
|
|
84,528 |
|
|
|
— |
|
Certificates of deposit |
|
|
— |
|
|
|
2,114 |
|
|
|
|
|
Total assets |
|
$ |
52,499 |
|
|
$ |
90,932 |
|
|
$ |
— |
|
Liabilities |
|
|
|
|
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Public Warrants |
|
$ |
9,177 |
|
|
$ |
— |
|
|
$ |
— |
|
Private Placement Warrants |
|
|
— |
|
|
|
— |
|
|
|
8,900 |
|
Contingent consideration for acquisitions |
|
|
— |
|
|
|
— |
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|
|
7,558 |
|
Total liabilities |
|
$ |
9,177 |
|
|
$ |
— |
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|
$ |
16,458 |
|
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
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.
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 |
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Technical |
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Customer |
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|
Customer |
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Fair value at end of year, January 31, 2024 |
|
$ |
1,305 |
|
|
$ |
5,114 |
|
|
$ |
1,926 |
|
|
$ |
5,851 |
|
Additions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
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Payments |
|
|
— |
|
|
|
— |
|
|
|
(1,270 |
) |
|
|
(7,500 |
) |
Change in fair value |
|
|
7,595 |
|
|
|
866 |
|
|
|
922 |
|
|
|
1,649 |
|
Fair value at end of year, January 31, 2025 |
|
$ |
8,900 |
|
|
$ |
5,980 |
|
|
$ |
1,578 |
|
|
$ |
— |
|
Additions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Payments |
|
|
— |
|
|
|
(3,250 |
) |
|
|
(1,570 |
) |
|
|
— |
|
Transfers out of Level 3 (2) (3) |
|
|
(5,734 |
) |
|
|
(2,919 |
) |
|
|
(284 |
) |
|
|
— |
|
Change in fair value |
|
|
41,779 |
|
|
|
189 |
|
|
|
276 |
|
|
|
— |
|
Fair value at end of year, January 31, 2026 |
|
$ |
44,945 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
(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.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 23, 2026 | Showing above |
| 2025 | Mar 26, 2025 | |
| 2024 | Mar 29, 2024 | |
| 2023 | Mar 30, 2023 | |
| 2022 | Apr 14, 2022 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.