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Item 9A. Controls and Procedures

2023-02-21 compared with 2022-02-24 · 54 added, 68 removed, 85 unchanged (59% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

and 15d-15(e)

under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f)

of the Exchange Act.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act.

Under the supervision and with the participation of our principal executive officer and principal financial officer and oversight of the Board of Directors, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which is included in Part II, Item 8, “Financial Statements and Supplementary Data”

, of this Annual Report on Form 10-K.

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Palantir Japan, which we acquired in November 2022, as discussed in Note 14.

Business Combinations in the consolidated financial statements included elsewhere within this Annual Report on Form 10-K.

The financial results of Palantir Japan were included in the consolidated financial statements from the date of acquisition and constituted less than 5% of total and net assets as of December 31, 2022 and less than 1% of revenues for the year then ended.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d)

and 15d-15(d)

of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

2 unchanged sentences

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

5 unchanged sentences

The full text of our code of conduct is posted on the investor relations page on our website, which is located at https://investors.palantir.com.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K

regarding amendment to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

EXECUTIVE COMPENSATION

12 unchanged sentences

Schedules not listed above have been omitted because they are not required, because they are not applicable, or because the required information is otherwise included.

The exhibits listed below are filed as part of this Annual Report on Form 10-K

or are incorporated herein by reference, in each case as indicated below.

The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.

Incorporated by Reference

Exhibit Number Description Form File No.

Exhibit Filing Date

Amended and restated certificate of incorporation of the registrant.

November 13, 2020

8-K 001-39540 3.1 December 28, 2022

Amended and restated bylaws of the registrant.

November 13, 2020

8-K 001-39540 3.2 December 28, 2022

Form of Class A common stock certificate of the registrant.

August 25, 2020

S-1 333-248413 4.1 August 25, 2020

Amended and Restated Investors’ Rights Agreement among the registrant and certain holders of its capital stock, dated as of August 24, 2020.

September 14, 2020

S-1/A 333-248413 4.2 September 14, 2020

Form of Series I convertible preferred stock lead investor IPO warrant.

August 25, 2020

S-1 333-248413 4.6 August 25, 2020

Form of Series I convertible preferred stock IPO warrant.

August 25, 2020

S-1 333-248413 4.7 August 25, 2020

Description of Capital Stock of Palantir Technologies Inc.

Founder Voting Agreement.

September 21, 2020

S-1/A 333-248413 9.1 September 21, 2020

Founder Voting Trust Agreement.

September 18, 2020

S-1/A 333-248413 9.2 September 18, 2020

Form of Indemnification Agreement between the registrant and each of its directors and executive officers.

September 9, 2020

Incorporated by Reference

S-1 333-248413 10.1 September 9, 2020

Amendment No.

11 to Revolving Credit Agreement and Incremental Agreement, dated as of April 1, 2021, among the registrant, Palantir USG, Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as Administrative Agent (including the Credit Agreement, dated as of October 7, 2014, and the Pledge and Security Agreement, dated as of December 20, 2019, each as amended and restated, and each among the registrant, Morgan Stanley Senior Funding, Inc., and the other parties thereto).

April 2, 2021

13 to Revolving Credit Agreement and Incremental Agreement, dated as of July 1, 2022, among the registrant, Palantir USG, Inc., the lenders party thereto, and Wells Fargo Bank, National Association (in its capacity as successor-in-interest to Morgan Stanley Senior Funding, Inc.), as Administrative Agent (including the Credit Agreement, dated as of October 7, 2014, as amended and restated).

8-K 001-39540 10.1 July 1, 2022

Palantir Technologies Inc.

2020 Equity Incentive Plan and related form agreements.

September 9, 2020

S-1/A 333-248413 10.3 September 9, 2020

Palantir Technologies Inc.

Amended 2010 Equity Incentive Plan and related form agreements.

September 3, 2020

S-1/A 333-248413 10.4 September 3, 2020

Palantir Technologies Inc.

2020 Executive Equity Incentive Plan.

September 9, 2020

S-1/A 333-248413 10.7 September 9, 2020

Palantir Technologies Inc.

Outside Director Compensation Policy.

September 14, 2020

S-1/A 333-248413 10.8 September 14, 2020

Employee Incentive Compensation Plan.

September 14, 2020

S-1/A 333-248413 10.9 September 14, 2020

Security Program Continuation Agreement between the registrant and Alexander Karp dated June 5, 2019.

September 14, 2020

S-1/A 333-248413 10.10 September 14, 2020

Consulting Agreement between the Company and Spencer Rascoff, dated June 6, 2022.

10-Q 001-39540 10.1 August 8, 2022

List of subsidiaries of Palantir Technologies Inc.

Consent of Independent Registered Public Accounting Firm.

24.1* Power of Attorney (included in signature page hereto)

Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inlline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

104.1* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

1 unchanged sentence

+ Indicates a management contract or compensatory plan or arrangement

The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K

are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K,

irrespective of any general incorporation language contained in such filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PALANTIR TECHNOLOGIES INC.

5 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alexander C.

Karp, Stephen Cohen and David Glazer, and each one of them, as their true and lawful attorneys-in-fact

and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K,

and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact

and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact

and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Karp, Stephen Cohen, and David Glazer, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Alexander C.

Chief Executive Officer and Director

Karp Chief Executive Officer and Director

( Principal Executive Officer )

1 unchanged sentence

/s/ Stephen Cohen

Stephen Cohen

President and Director

February 24, 2022

Stephen Cohen President and Director February 21, 2023

/s/ David Glazer

Chief Financial Officer

David Glazer Chief Financial Officer

( Principal Financial Officer )

1 unchanged sentence

/s/ Jeffrey Buckley

Jeffrey Buckley

Chief Accounting Officer

Jeffrey Buckley Chief Accounting Officer

(Principal Accounting Officer )

1 unchanged sentence

/s/ Lauren Friedman Stat

Lauren Friedman Stat

February 24, 2022

Lauren Friedman Stat Director February 21, 2023

/s/ Alexander Moore

Alexander Moore

February 24, 2022

/s/ Spencer Rascoff

Spencer Rascoff

February 24, 2022

Alexander Moore Director February 21, 2023

/s/ Alexandra Schiff

Alexandra Schiff

February 24, 2022

Alexandra Schiff Director February 21, 2023

/s/ Peter Thiel

February 24, 2022

Peter Thiel Director February 21, 2023

/s/ Eric Woersching

Eric Woersching Director February 21, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures