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Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-20 · 48 added, 25 removed, 132 unchanged (36% of the section changed)

18 unchanged sentences

OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the quarter ended December 31, 2024, 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 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

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.

On November 22, 2024 , 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 satisfaction of certain price and/or other conditions, with 240,000 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 February 27, 2026 , or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

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.

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 6, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

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.

On November 22, 2024 , Alexander Karp , our Chief Executive Officer and a member of our Board of Directors , terminated a Rule 10b5-1 trading arrangement, which was previously adopted on December 12, 2023 and intended to satisfy the affirmative defense of Rule 10b5-1(c).

For additional details about the material terms of this arrangement, refer to the description under the heading “Rule 10b5-1 Trading Arrangements” contained in Part II, Item 9B.

Other Information of our Annual Report on Form 10-K for the year ended December 31, 2023 , which is incorporated herein by reference.

On December 11, 2024 , Mr.

Karp 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 9,975,000 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.

The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

The duration of the trading arrangement is until September 12, 2025 , or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

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.

On December 11, 2024 , 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 4,060,000 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 June 1, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

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.

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.

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.

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.

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.

The duration of the trading arrangement is until September 12, 2025 , or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

During the quarter ended December 31, 2024, 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.

Departure of Chief Accounting Officer;

Designation of Interim “Principal Accounting Officer”

We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to Item 5.02 (Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers).

On February 12, 2025, Heather Planishek, Chief Accounting Officer, announced her decision to step down from her position as Chief Accounting Officer, effective as of the end of the day on February 24, 2025.

Her resignation was not the result of any disagreement with the Company on any matter relating to the Company’s financial statements, internal controls, operations, policies, or practices.

Beginning on February 25, 2025, Ms.

Planishek is expected to continue as an advisor to the Company for a period of time to assist with the transition.

In connection with Ms.

Planishek’s resignation, David Glazer, the Company’s Chief Financial Officer and Treasurer, will assume the responsibilities of principal accounting officer on an interim basis, effective February 25, 2025.

Glazer’s biographical information is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2024 , and such information is incorporated herein by reference.

No new compensatory arrangements will be entered into with Mr.

Glazer in connection with his designation as the Company’s interim principal accounting officer.

There are no family relationships between Mr.

Glazer and any other director or executive officer of Palantir, and no transactions involving Mr.

Glazer that would require disclosure under Item 404(a) of Regulation S-K.

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.

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.

We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of Palantir’s securities that applies to all officers, directors, and employees of Palantir and its subsidiaries.

We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as applicable listing standards.

A copy of Palantir’s Insider Trading Policy is filed as Exhibit 19.1 to this report.

EXECUTIVE COMPENSATION

6 unchanged sentences

The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) We have filed the following documents as part of this Annual Report on Form 10-K:

9 unchanged sentences

8-K 001-39540 3.1 December 28, 2022

Incorporated by Reference

Exhibit Number Description Form File No.

Exhibit Filing Date

Amended and restated bylaws of the registrant.

2 unchanged sentences

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.

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

Description of Capital Stock of Palantir Technologies Inc.

001-39540 4.5 February 21, 2023

Founder Voting Agreement.

9 unchanged sentences

2020 Equity Incentive Plan and related form agreements.

001-39540 10.1 November 5, 2024

Palantir Technologies Inc.

11 unchanged sentences

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

Insider Trading Policy

List of subsidiaries of Palantir Technologies Inc.

6 unchanged sentences

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

C o mpensation Recovery Policy

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.

Compensation Recovery Policy

97.1 February 20, 2024

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Incorporated by Reference

Exhibit Number Description Form File No.

Exhibit Filing Date

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

44 unchanged sentences

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