Palantir Technologies Inc. (PLTR) · Insider Trading (Form 4) SEC Filing

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-05-20 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: Palantir Technologies Inc. (PLTR) CIK: 0001321655 --- Reporting Owner --- Name: Karp Alexander C. CIK: 0001823951 Role: Director, Officer (See Remarks) --- Non-Derivative Transactions --- [Transaction #1] Security: Class A Common Stock Date: 2026-05-20 | Code: C (Conversion of derivative) Shares: +397,744 Shares Owned After: 6,830,002 | Ownership: D (Direct) Footnotes: [F1] This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 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. [Transaction #2] Security: Class A Common Stock Date: 2026-05-20 | Code: S (Open market sale) Shares: -6,635 | Price: $132.95 Total Value: $882,141.83 Shares Owned After: 6,823,367 | Ownership: D (Direct) Footnotes: [F1] This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan. [F3] This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $132.48 to $133.43. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in 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. [Transaction #3] Security: Class A Common Stock Date: 2026-05-20 | Code: S (Open market sale) Shares: -17,310 | Price: $134.20 Total Value: $2,323,048.74 Shares Owned After: 6,806,057 | Ownership: D (Direct) Footnotes: [F1] This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan. [F4] This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $133.52 to $134.51. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in 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. [Transaction #4] Security: Class A Common Stock Date: 2026-05-20 | Code: S (Open market sale) Shares: -27,595 | Price: $135.09 Total Value: $3,727,769.92 Shares Owned After: 6,778,462 | Ownership: D (Direct) Footnotes: [F1] This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan. [F5] This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $134.52 to $135.51. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in 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. [Transaction #5] Security: Class A Common Stock Date: 2026-05-20 | Code: S (Open market sale) Shares: -224,009 | Price: $136.08 Total Value: $30,483,391.13 Shares Owned After: 6,554,453 | Ownership: D (Direct) Footnotes: [F1] This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan. [F6] This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $135.52 to $136.515. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in 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. [Transaction #6] Security: Class A Common Stock Date: 2026-05-20 | Code: S (Open market sale) Shares: -122,195 | Price: $136.61 Total Value: $16,693,584.39 Shares Owned After: 6,432,258 | Ownership: D (Direct) Footnotes: [F1] This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan. [F7] This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $136.52 to $136.835. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in 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. --- Derivative Transactions --- [Transaction #1] Security: Restricted Stock Units Date: 2026-05-20 | Code: M (Exercise of derivative) Shares: -877,500 | Price: $0.00 Exercisable: N/A | Expires: 2031-05-20 Shares Owned After: 17,550,000 | Ownership: D (Direct) Footnotes: [F8] 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. [F1] This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan. [F9] The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date. [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. [Transaction #2] Security: Class B Common Stock Date: 2026-05-20 | Code: M (Exercise of derivative) Shares: +877,500 | Price: $0.00 Shares Owned After: 52,310,493 | Ownership: D (Direct) Footnotes: [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. [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. [F1] This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 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. [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. [Transaction #3] Security: Restricted Stock Units Date: 2026-05-20 | Code: M (Exercise of derivative) Shares: -97,500 | Price: $0.00 Exercisable: N/A | Expires: 2031-05-20 Shares Owned After: 1,950,000 | Ownership: D (Direct) Footnotes: [F10] These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock. [F1] This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan. [F9] The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date. [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. [Transaction #4] Security: Class B Common Stock Date: 2026-05-20 | Code: M (Exercise of derivative) Shares: +97,500 | Price: $0.00 Shares Owned After: 52,407,993 | Ownership: D (Direct) Footnotes: [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. [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. [F1] This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 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. [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. [Transaction #5] Security: Class B Common Stock Date: 2026-05-20 | Code: C (Conversion of derivative) Shares: -397,744 | Price: $0.00 Shares Owned After: 52,010,249 | Ownership: D (Direct) Footnotes: [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. [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. [F1] This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 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. [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. --- Footnotes (Complete Index) --- F1: This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2026, converted 397,744 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2026 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan. F10: These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock. 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 $132.48 to $133.43. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in 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 $133.52 to $134.51. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in 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 $134.52 to $135.51. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in 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 $135.52 to $136.515. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in 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 $136.52 to $136.835. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in 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: 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. F9: The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date. --- Signature --- /s/ /s/ Devon Klein, under power of attorney (2026-05-22)