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: Cohen Stephen Andrew (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-20	Class A Common Stock	C	308734	—	Acquired	309326	Direct
2025-02-20	Class A Common Stock	S	3474	$96.4327	Disposed	305852	Direct
2025-02-20	Class A Common Stock	S	4599	$97.4222	Disposed	301253	Direct
2025-02-20	Class A Common Stock	S	30101	$98.5707	Disposed	271152	Direct
2025-02-20	Class A Common Stock	S	34357	$99.3872	Disposed	236795	Direct
2025-02-20	Class A Common Stock	S	33932	$100.4136	Disposed	202863	Direct
2025-02-20	Class A Common Stock	S	35579	$101.3618	Disposed	167284	Direct
2025-02-20	Class A Common Stock	S	37627	$102.4746	Disposed	129657	Direct
2025-02-20	Class A Common Stock	S	27223	$103.459	Disposed	102434	Direct
2025-02-20	Class A Common Stock	S	32990	$104.2973	Disposed	69444	Direct
2025-02-20	Class A Common Stock	S	26631	$105.4404	Disposed	42813	Direct
2025-02-20	Class A Common Stock	S	41301	$106.3435	Disposed	1512	Direct
2025-02-20	Class A Common Stock	S	920	$107.0858	Disposed	592	Direct
2025-02-21	Class A Common Stock	C	64419	—	Acquired	65011	Direct
2025-02-21	Class A Common Stock	S	10012	$104.6997	Disposed	54999	Direct
2025-02-21	Class A Common Stock	S	20368	$105.6303	Disposed	34631	Direct
2025-02-21	Class A Common Stock	S	14486	$106.3746	Disposed	20145	Direct
2025-02-21	Class A Common Stock	S	13805	$107.5474	Disposed	6340	Direct
2025-02-21	Class A Common Stock	S	5748	$108.2822	Disposed	592	Direct
2025-02-21	Class A Common Stock	C	301847	—	Acquired	302439	Direct
2025-02-21	Class A Common Stock	S	301847	$102.1422	Disposed	592	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-20	Restricted Stock Units	$	M	675000	Disposed	2026-05-20	Class B Common Stock (675000)	Direct
2025-02-20	Class B Common Stock	$	M	675000	Acquired		Class A Common Stock (675000)	Direct
2025-02-20	Class B Common Stock	$	C	308734	Disposed		Class A Common Stock (308734)	Direct
2025-02-21	Class B Common Stock	$	C	64419	Disposed		Class A Common Stock (64419)	Direct
2025-02-21	Class B Common Stock	$	C	301847	Disposed		Class A Common Stock (301847)	Direct

Footnotes

F1: This transaction is part of a related series of transactions. The Reporting Person acquired rights to 675,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on February 20, 2025, converted 308,734 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 64,419 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 21, 2025. The Reporting Person converted 301,847 shares of Class B Common Stock to Class A Common Stock and immediately sold the shares of Class A Common Stock in the open market pursuant to a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on September 11, 2024.

F21: 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.

F22: The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.