Palantir Technologies Inc. — Director's Dealing 2024

Nov 23, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2024-11-20

Reporting Person: Sankar Shyam (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-20	Class A Common Stock	C	111328	—	Acquired	864114	Direct
2024-11-20	Class A Common Stock	S	21931	$60.6791	Disposed	842183	Direct
2024-11-20	Class A Common Stock	S	55479	$61.6078	Disposed	786704	Direct
2024-11-20	Class A Common Stock	S	33918	$62.2098	Disposed	752786	Direct
2024-11-21	Class A Common Stock	C	57689	—	Acquired	810475	Direct
2024-11-21	Class A Common Stock	S	23531	$61.2895	Disposed	786944	Direct
2024-11-21	Class A Common Stock	S	33716	$62.7624	Disposed	753228	Direct
2024-11-21	Class A Common Stock	S	442	$63.0749	Disposed	752786	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-11-20	Restricted Stock Units	$	M	375000	Disposed	2026-05-20	Class B Common Stock (375000)	Direct
2024-11-20	Class B Common Stock	$	M	375000	Acquired		Class A Common Stock (375000)	Direct
2024-11-20	Class B Common Stock	$	C	111328	Disposed		Class A Common Stock (111328)	Direct
2024-11-21	Class B Common Stock	$	C	57689	Disposed		Class A Common Stock (57689)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	749899	Indirect

Footnotes

F1: This transaction is part of a related series of transactions. The Reporting Person acquired rights to 375,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on November 20, 2024, converted 111,328 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 20, 2024 and then converted 57,689 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 21, 2024. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on November 20, 2024 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan.

F2: The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.

F3: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $60.0443 to $61.0402. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (4) and (5) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F4: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $61.045 to $62.0442. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) and (5) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F5: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $62.045 to $63.00. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) and (4) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F6: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $60.92 to $61.91. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (7) and (8) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F7: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $61.93 to $62.92. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (6) and (8) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F8: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $62.93 to $63.38. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (6) and (7) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F9: These shares are held of record by Shyam Sankar, Co-Trustee of the Sankar Irrevocable Remainder Trust u/a/d 4/20/2020 (the "Remainder Trust"). These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules. The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein.

F10: These securities are RSUs granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.

F11: The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.