8 unchanged sentences
Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.
−Removed: 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.
−Removed: 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.
−Removed: Business Combinations in the consolidated financial statements included elsewhere within this Annual Report on Form 10-K.
−Removed: 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.
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.
8 unchanged sentences
OTHER INFORMATION
+Added: During the quarter ended December 31, 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:
+Added: On November 30, 2023 , Alexander Moore , 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
+Added: satisfaction of certain price and/or other conditions, with 257,499 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions.
+Added: The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until February 28, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
+Added: On December 8, 2023 , Eric Woersching , 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 35,026 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions.
+Added: The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until June 6, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
+Added: On December 12, 2023 , David Glazer , our Chief Financial Officer and Treasurer , 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 1,479,169 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions.
+Added: The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until September 11, 2024, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
+Added: On December 12, 2023 , Alexander Karp , our Chief Executive Officer 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 48,900,000 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.
+Added: The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until June 1, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
+Added: On December 12, 2023 , Rivendell 7 LLC, a stockholder whose shares may be deemed to be beneficially owned by Peter Thiel (the Chairman of our Board of Directors ), adopted a Rule 10b5-1 arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), subject to the satisfaction of certain price and/or other conditions, with 15,000,000 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions.
+Added: The duration of the trading arrangement is until March 12, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
+Added: On December 12, 2023 , STS Holdings II LLC, a stockholder whose shares may be deemed to be beneficially owned by Peter Thiel (the Chairman of our Board of Directors ), adopted a Rule 10b5-1 arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), subject to the satisfaction of certain price and/or other conditions, with 5,000,000 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions.
+Added: Trading under the arrangement is not authorized to begin until after all trades under the trading arrangement entered into by Rivendell 7 LLC described above are completed or expired without execution.
+Added: The duration of the trading arrangement is until March 12, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
+Added: During the quarter ended December 31, 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.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
3 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.
−Removed: 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.
+Added: 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
24 unchanged sentences
S-1/A 333-248413 4.2 September 14, 2020
−Removed: Form of Series I convertible preferred stock lead investor IPO warrant.
−Removed: S-1 333-248413 4.6 August 25, 2020
−Removed: Form of Series I convertible preferred stock IPO warrant.
−Removed: S-1 333-248413 4.7 August 25, 2020
Description of Capital Stock of Palantir Technologies Inc.
+Added: 001-39540 4.5 February 21, 2023
Founder Voting Agreement.
9 unchanged sentences
2020 Equity Incentive Plan and related form agreements.
−Removed: S-1/A 333-248413 10.3 September 9, 2020
Palantir Technologies Inc.
11 unchanged sentences
S-1/A 333-248413 10.10 September 14, 2020
−Removed: Consulting Agreement between the Company and Spencer Rascoff, dated June 6, 2022.
−Removed: 10-Q 001-39540 10.1 August 8, 2022
List of subsidiaries of Palantir Technologies Inc.
+Added: 001-39540 21.1 February 21, 2023
Consent of Independent Registered Public Accounting Firm.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: C o mpensation Recovery Policy
101.INS XBRL Instance Document.
20 unchanged sentences
/s/ Alexander C.
−Removed: Karp Chief Executive Officer and Director
+Added: Chief Executive Officer and Director
( Principal Executive Officer )
1 unchanged sentence
/s/ Stephen Cohen
−Removed: Stephen Cohen President and Director February 21, 2023
+Added: Stephen Cohen
+Added: President and Director February 20, 2024
/s/ David Glazer
−Removed: David Glazer Chief Financial Officer
+Added: Chief Financial Officer
( Principal Financial Officer )
February 20, 2024
−Removed: /s/ Jeffrey Buckley
−Removed: Jeffrey Buckley Chief Accounting Officer
+Added: /s/ Heather Planishek
+Added: Heather Planishek
+Added: Chief Accounting Officer
(Principal Accounting Officer )
1 unchanged sentence
/s/ Lauren Friedman Stat
−Removed: Lauren Friedman Stat Director February 21, 2023
+Added: Lauren Friedman Stat
+Added: Director February 20, 2024
/s/ Alexander Moore
−Removed: Alexander Moore Director February 21, 2023
+Added: Alexander Moore
+Added: Director February 20, 2024
/s/ Alexandra Schiff
−Removed: Alexandra Schiff Director February 21, 2023
+Added: Alexandra Schiff
+Added: Director February 20, 2024
/s/ Peter Thiel
−Removed: Peter Thiel Director February 21, 2023
+Added: Director February 20, 2024
/s/ Eric Woersching
−Removed: Eric Woersching Director February 21, 2023
+Added: Eric Woersching
+Added: Director February 20, 2024
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.