Item 5. Other Information
ITEM 5. OTHER INFORMATION
87
Table of contents
Rule 10b5-1 Trading Arrangements
During the quarter ended September 30, 2023, the following directors and officers, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:
On August 15, 2023 , Mithril PAL-SPV 1, LLC, a stockholder whose shares may be deemed to be beneficially owned by Peter Thiel (the Chairman of our Board of Directors ), and its affiliated entity adopted Rule 10b5-1 arrangements intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), subject to the satisfaction of certain price and/or other conditions, as follows: (i) Mithril PAL-SPV 1, LLC adopted a Rule 10b5-1 distribution arrangement for the potential distribution of an aggregate of up to 17,861,224 shares of our Class A common stock to its sole member, Mithril LP (the “Distribution”), and (ii) Mithril LP adopted a Rule 10b5-1 distribution arrangement providing for the potential sub-distribution of all the shares received in the Distribution to its partners or members (the “Sub-Distribution”). The duration of the Distribution and Sub-Distribution arrangements is until August 15, 2024, or earlier, upon the completion or expiration of all transactions subject to the arrangement.
On August 17, 2023 , Alexandra Schiff , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 26,000 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The duration of the trading arrangement is until May 31, 2024, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
On August 21, 2023 , Lauren Friedman Stat , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 11,150 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The duration of the trading arrangement is until December 31, 2024, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
On August 31, 2023 , Shyam Sankar , our Chief Technology Officer and Executive Vice President , adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 9,372,618 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions, less any shares to be withheld and/or sold to satisfy applicable tax withholdings. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The duration of the trading arrangement is until June 30, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
On September 1, 2023 , Stephen Cohen , our President, Secretary, and a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 6,894,355 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The duration of the trading arrangement is until December 1, 2024, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
During the quarter ended September 30, 2023, no other directors or officers, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
88
Table of contents
ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit Number Description Form File No. Exhibit Filing Date
31.1* 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.
31.2* Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*† Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.1* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed Herewith
† The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
89
Table of contents
SIGNATURES
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.
PALANTIR TECHNOLOGIES INC.
Date: November 3, 2023
By:
/s/ Alexander C. Karp
Alexander C. Karp
Chief Executive Officer
( Principal Executive Officer )
Date: November 3, 2023
By:
/s/ David Glazer
David Glazer
Chief Financial Officer
( Principal Financial Officer )
Date: November 3, 2023
By:
/s/ Heather Planishek
Heather Planishek
Chief Accounting Officer
( Principal Accounting Officer )
90
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.