Palantir Technologies Inc. — Director's Dealing 2025

Feb 25, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2025-02-20

Reporting Person: Sankar Shyam (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-20	Class A Common Stock	C	149773	—	Acquired	852559	Direct
2025-02-20	Class A Common Stock	S	1685	$96.4327	Disposed	850874	Direct
2025-02-20	Class A Common Stock	S	2231	$97.4222	Disposed	848643	Direct
2025-02-20	Class A Common Stock	S	14602	$98.5707	Disposed	834041	Direct
2025-02-20	Class A Common Stock	S	16668	$99.3872	Disposed	817373	Direct
2025-02-20	Class A Common Stock	S	16461	$100.4136	Disposed	800912	Direct
2025-02-20	Class A Common Stock	S	17260	$101.3618	Disposed	783652	Direct
2025-02-20	Class A Common Stock	S	18254	$102.4746	Disposed	765398	Direct
2025-02-20	Class A Common Stock	S	13206	$103.459	Disposed	752192	Direct
2025-02-20	Class A Common Stock	S	16004	$104.2973	Disposed	736188	Direct
2025-02-20	Class A Common Stock	S	12919	$105.4404	Disposed	723269	Direct
2025-02-20	Class A Common Stock	S	20036	$106.3435	Disposed	703233	Direct
2025-02-20	Class A Common Stock	S	447	$107.0858	Disposed	702786	Direct
2025-02-21	Class A Common Stock	C	31251	—	Acquired	734037	Direct
2025-02-21	Class A Common Stock	S	4857	$104.6997	Disposed	729180	Direct
2025-02-21	Class A Common Stock	S	9881	$105.6303	Disposed	719299	Direct
2025-02-21	Class A Common Stock	S	7027	$106.3746	Disposed	712272	Direct
2025-02-21	Class A Common Stock	S	6697	$107.5474	Disposed	705575	Direct
2025-02-21	Class A Common Stock	S	2789	$108.2822	Disposed	702786	Direct
2025-02-24	Class A Common Stock	C	30000	—	Acquired	732786	Direct
2025-02-24	Class A Common Stock	S	6660	$90.2664	Disposed	726126	Direct
2025-02-24	Class A Common Stock	S	5739	$91.169	Disposed	720387	Direct
2025-02-24	Class A Common Stock	S	5780	$92.2536	Disposed	714607	Direct
2025-02-24	Class A Common Stock	S	7505	$93.2515	Disposed	707102	Direct
2025-02-24	Class A Common Stock	S	679	$94.31	Disposed	706423	Direct
2025-02-24	Class A Common Stock	S	2331	$95.9757	Disposed	704092	Direct
2025-02-24	Class A Common Stock	S	607	$97.4615	Disposed	703485	Direct
2025-02-24	Class A Common Stock	S	699	$98.1027	Disposed	702786	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-20	Restricted Stock Units	$	M	375000	Disposed	2026-05-20	Class B Common Stock (375000)	Direct
2025-02-20	Class B Common Stock	$	M	375000	Acquired		Class A Common Stock (375000)	Direct
2025-02-20	Class B Common Stock	$	C	149773	Disposed		Class A Common Stock (149773)	Direct
2025-02-21	Class B Common Stock	$	C	31251	Disposed		Class A Common Stock (31251)	Direct
2025-02-24	Class B Common Stock	$	C	30000	Disposed		Class A Common Stock (30000)	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 February 20, 2025, converted 149,773 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on February 20, 2025 and then converted 31,251 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on February 21, 2025. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on February 20, 2025 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 $95.91 to $96.90. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (4), (5), (6), (7), (8), (9), (10), (11), (12), (13) and (14) 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 $96.91 to $97.88. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (5), (6), (7), (8), (9), (10), (11), (12), (13) and (14) 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 $97.93 to $98.9217. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4), (6), (7), (8), (9), (10), (11), (12), (13) and (14) 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 $98.93 to $99.9267. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4), (5), (7), (8), (9), (10), (11), (12), (13) and (14) 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 $99.9329 to $100.93. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4), (5), (6), (8), (9), (10), (11), (12), (13) and (14) 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 $100.94 to $101.9372. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4), (5), (6), (7), (9), (10), (11), (12), (13) and (14) 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: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $101.94 to $102.9358. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4), (5), (6), (7), (8), (10), (11), (12), (13) and (14) 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.

F10: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $102.94 to $103.9394. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4), (5), (6), (7), (8), (9), (11), (12), (13) and (14) 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.

F11: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $103.94 to $104.91. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4), (5), (6), (7), (8), (9), (10), (12), (13) and (14) 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.

F12: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $104.94 to $105.93. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4), (5), (6), (7), (8), (9), (10), (11), (13) and (14) 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.

F13: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $105.94 to $106.93. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4), (5), (6), (7), (8), (9), (10), (11), (12) and (14) 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.

F14: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $106.94 to $107.34. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4), (5), (6), (7), (8), (9), (10), (11), (12) and (13) 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.

F15: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $104.02 to $105.01. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (16), (17), (18) and (19) 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.

F16: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $105.02 to $106.0195. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (15), (17), (18) and (19) 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.

F17: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $106.02 to $107.018. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (15), (16), (18) and (19) 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.

F18: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $107.02 to $108.01. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (15), (16), (17) and (19) 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.

F19: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $108.02 to $108.94. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (15), (16), (17) and (18) 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.

F20: This transaction is part of a related series of transactions undertaken on February 24, 2025 pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on August 29, 2024. The Reporting Person converted 30,000 shares of Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock in the open market.

F21: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $89.695 to $90.665. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (22), (23), (24), (25), (26) and (27) 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.

F22: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $90.695 to $91.68. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (21), (23), (24), (25), (26) and (27) 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.

F23: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $91.73 to $92.725. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (21), (22), (24), (25), (26) and (27) 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.

F24: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $92.755 to $93.725. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (21), (22), (23), (25), (26) and (27) 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.

F25: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $95.58 to $96.445. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (21), (22), (23), (24), (26) and (27) 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.

F26: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $96.685 to $97.65. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (21), (22), (23), (24), (25) and (27) 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.

F27: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $97.84 to $98.42. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (21), (22), (23), (24), (25) and (26) 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.

F28: 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.

F29: 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.

F30: The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.