Palantir Technologies Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 81 Consolidated Balance Sheets 84 Consolidated Statements of Operations 85 Consolidated Statements of Comprehensive Income (Loss ) 86 Consolidated Statements of Equity 87 Consolidated Statements of Cash Flows 88 Notes to Consolidated Financial Statements 89 80 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Palantir Technologies Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Palantir Technologies Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 18, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 81 Table of Contents Revenue Recognition Description of the Matter As discussed in Note 2 to the consolidated financial statements, the Company generates revenue from the sale of subscriptions to access its software platforms in the Company’s hosted environment, along with ongoing operations and maintenance (“O&M”) services (“Palantir Cloud”); software licenses, primarily term licenses in the customers’ environments, with ongoing O&M services (“On-Premises Software”); and professional services. Management applies significant judgment in identifying and evaluating any non-standard terms and conditions in customer arrangements which may impact the determination of performance obligations or the timing of revenue recognition. In addition, determining whether promises are distinct performance obligations that should be accounted for separately – or not distinct within the context of the contract and, thus, accounted for together – requires significant judgment. The Company concluded that the promise to provide a software license is highly interdependent and interrelated with the promise to provide O&M services and such promises are not distinct within the context of its contracts and are accounted for as a single performance obligation for the Company’s On-Premises Software. Auditing revenue recognition was complex and required a significant level of auditor judgment to identify and evaluate non-standard terms and conditions that impact revenue recognition and to assess whether the software licenses and O&M services should be accounted for as distinct performance obligations or combined as a single performance obligation. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls to identify and evaluate terms and conditions and performance obligations in customer arrangements that would impact revenue recognition. Our substantive procedures included, among others, testing the completeness and accuracy of management’s identification and evaluation of non-standard terms and conditions, reading executed contracts for a sample of revenue transactions and evaluating whether the Company appropriately applied its revenue recognition policy to the arrangements based on the terms and conditions therein and consistent with U.S. GAAP. In addition, we evaluated management’s key assumptions and analysis of its performance obligations, including their assessment of the nature, interdependency, and level of integration between the software license and O&M services. We also evaluated the appropriateness of the related disclosures in the consolidated financial statements. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2008. San Jose, California February 18, 2025 82 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Palantir Technologies Inc. Opinion on Internal Control Over Financial Reporting We have audited Palantir Technologies Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Palantir Technologies Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 18, 2025 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. /s/ Ernst & Young LLP San Jose, California February 18, 2025 83 Table of Contents Palantir Technologies Inc. Consolidated Balance Sheets (in thousands, except per share amounts) As of December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 2,098,524 $ 831,047 Marketable securities 3,131,463 2,843,132 Accounts receivable, net 575,048 364,784 Prepaid expenses and other current assets 129,254 99,655 Total current assets 5,934,289 4,138,618 Property and equipment, net 39,638 47,758 Operating lease right-of-use assets 200,740 182,863 Other assets 166,217 153,186 Total assets $ 6,340,884 $ 4,522,425 Liabilities and Equity Current liabilities: Accounts payable $ 103 $ 12,122 Accrued liabilities 427,046 222,991 Deferred revenue 259,624 246,901 Customer deposits 265,252 209,828 Operating lease liabilities 43,993 54,176 Total current liabilities 996,018 746,018 Deferred revenue, noncurrent 39,885 28,047 Customer deposits, noncurrent 1,663 1,477 Operating lease liabilities, noncurrent 195,226 175,216 Other noncurrent liabilities 13,685 10,702 Total liabilities 1,246,477 961,460 Commitments and Contingencies (Note 8) Palantir's stockholders’ equity: Common stock, $ 0.001 par value: 20,000,000 Class A shares authorized as of December 31, 2024 and 2023; 2,242,389 and 2,096,982 shares issued and outstanding as of December 31, 2024 and 2023, respectively; 2,700,000 Class B shares authorized as of December 31, 2024 and 2023; 95,401 and 102,141 shares issued and outstanding as of December 31, 2024 and 2023, respectively; and 1,005 Class F shares authorized, issued, and outstanding as of December 31, 2024 and 2023 2,339 2,200 Additional paid-in capital 10,193,970 9,122,173 Accumulated other comprehensive income (loss), net ( 5,611 ) 801 Accumulated deficit ( 5,187,423 ) ( 5,649,613 ) Total Palantir's stockholders’ equity 5,003,275 3,475,561 Noncontrolling interests 91,132 85,404 Total equity 5,094,407 3,560,965 Total liabilities and equity $ 6,340,884 $ 4,522,425 The accompanying notes are an integral part of these consolidated financial statements. 84 Table of Contents Palantir Technologies Inc. Consolidated Statements of Operations (in thousands, except per share amounts) Years Ended December 31, 2024 2023 2022 Revenue $ 2,865,507 $ 2,225,012 $ 1,905,871 Cost of revenue 565,990 431,105 408,549 Gross profit 2,299,517 1,793,907 1,497,322 Operating expenses: Sales and marketing 887,755 744,992 702,511 Research and development 507,878 404,624 359,679 General and administrative 593,481 524,325 596,333 Total operating expenses 1,989,114 1,673,941 1,658,523 Income (loss) from operations 310,403 119,966 ( 161,201 ) Interest income 196,792 132,572 20,309 Other income (expense), net ( 18,022 ) ( 15,447 ) ( 220,135 ) Income (loss) before provision for income taxes 489,173 237,091 ( 361,027 ) Provision for income taxes 21,255 19,716 10,067 Net income (loss) 467,918 217,375 ( 371,094 ) Less: Net income attributable to noncontrolling interests 5,728 7,550 2,611 Net income (loss) attributable to common stockholders $ 462,190 $ 209,825 $ ( 373,705 ) Net earnings (loss) per share attributable to common stockholders, basic $ 0.21 $ 0.10 $ ( 0.18 ) Net earnings (loss) per share attributable to common stockholders, diluted $ 0.19 $ 0.09 $ ( 0.18 ) Weighted-average shares of common stock outstanding used in computing net earnings (loss) per share attributable to common stockholders, basic 2,250,163 2,147,446 2,063,793 Weighted-average shares of common stock outstanding used in computing net earnings (loss) per share attributable to common stockholders, diluted 2,450,818 2,297,927 2,063,793 The accompanying notes are an integral part of these consolidated financial statements. 85 Table of Contents Palantir Technologies Inc. Consolidated Statements of Comprehensive Income (Loss) (in thousands) Years Ended December 31, 2024 2023 2022 Net income (loss) $ 467,918 $ 217,375 $ ( 371,094 ) Other comprehensive income (loss) Foreign currency translation adjustments ( 3,386 ) 2,699 ( 2,984 ) Net unrealized gain (loss) on available-for-sale securities ( 3,026 ) 3,435 — Comprehensive income (loss) 461,506 223,509 ( 374,078 ) Less: Comprehensive income attributable to noncontrolling interests 5,728 7,550 2,611 Comprehensive income (loss) attributable to common stockholders $ 455,778 $ 215,959 $ ( 376,689 ) The accompanying notes are an integral part of these consolidated financial statements. 86 Table of Contents Palantir Technologies Inc. Consolidated Statements of Equity (in thousands) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss, Net Accumulated Deficit Total Palantir’s Stockholders’ Equity Noncontrolling Interests Total Equity Shares Amount Balance as of December 31, 2021 2,027,474 $ 2,027 $ 7,777,085 $ ( 2,349 ) $ ( 5,485,733 ) $ 2,291,030 $ — $ 2,291,030 Issuance of common stock from the exercise of stock options 19,660 20 86,068 — — 86,088 — 86,088 Issuance of common stock upon vesting of restricted stock units (“RSUs”) 51,941 52 ( 52 ) — — — — — Stock-based compensation — — 564,897 — — 564,897 — 564,897 Other comprehensive loss — — — ( 2,984 ) — ( 2,984 ) — ( 2,984 ) Noncontrolling interests — — — — — — 74,500 74,500 Net income (loss) — — — — ( 373,705 ) ( 373,705 ) 2,611 ( 371,094 ) Balance as of December 31, 2022 2,099,075 $ 2,099 $ 8,427,998 $ ( 5,333 ) $ ( 5,859,438 ) $ 2,565,326 $ 77,111 $ 2,642,437 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss), Net Accumulated Deficit Total Palantir’s Stockholders’ Equity Noncontrolling Interests Total Equity Shares Amount Balance as of December 31, 2022 2,099,075 $ 2,099 $ 8,427,998 $ ( 5,333 ) $ ( 5,859,438 ) $ 2,565,326 $ 77,111 $ 2,642,437 Issuance of common stock from the exercise of stock options 46,079 46 218,192 — — 218,238 — 218,238 Issuance of common stock upon vesting of RSUs 54,974 55 ( 55 ) — — — — — Stock-based compensation — — 476,038 — — 476,038 — 476,038 Other comprehensive income — — — 6,134 — 6,134 — 6,134 Other, net — — — — — — 743 743 Net income — — — — 209,825 209,825 7,550 217,375 Balance as of December 31, 2023 2,200,128 $ 2,200 $ 9,122,173 $ 801 $ ( 5,649,613 ) $ 3,475,561 $ 85,404 $ 3,560,965 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss), Net Accumulated Deficit Total Palantir’s Stockholders’ Equity Noncontrolling Interests Total Equity Shares Amount Balance as of December 31, 2023 2,200,128 $ 2,200 $ 9,122,173 $ 801 $ ( 5,649,613 ) $ 3,475,561 $ 85,404 $ 3,560,965 Issuance of common stock from the exercise of stock options 99,297 100 745,296 — — 745,396 — 745,396 Issuance of common stock from the exercise of stock appreciation rights (“SARs”), net of shares withheld for employee taxes 5,943 6 ( 302,493 ) — — ( 302,487 ) — ( 302,487 ) Issuance of common stock upon release of RSUs and performance-based RSUs (“P-RSUs”) 35,550 35 ( 35 ) — — — — — Repurchases of common stock ( 2,123 ) ( 2 ) ( 64,194 ) — — ( 64,196 ) — ( 64,196 ) Stock-based compensation — — 693,223 — — 693,223 — 693,223 Other comprehensive loss — — — ( 6,412 ) — ( 6,412 ) — ( 6,412 ) Net income — — — — 462,190 462,190 5,728 467,918 Balance as of December 31, 2024 2,338,795 $ 2,339 $ 10,193,970 $ ( 5,611 ) $ ( 5,187,423 ) $ 5,003,275 $ 91,132 $ 5,094,407 The accompanying notes are an integral part of these consolidated financial statements. 87 Table of Contents Palantir Technologies Inc. Consolidated Statements of Cash Flows (in thousands) Years Ended December 31, 2024 2023 2022 Operating activities Net income (loss) $ 467,918 $ 217,375 $ ( 371,094 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 31,587 33,354 22,522 Stock-based compensation 691,638 475,903 564,798 Noncash operating lease expense 41,239 47,019 40,309 Unrealized and realized (gain) loss from marketable securities, net 19,306 13,160 272,108 Noncash consideration ( 52,521 ) ( 46,609 ) ( 15,537 ) Other operating activities 24,795 ( 34,255 ) ( 28,152 ) Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net ( 211,157 ) ( 106,159 ) ( 72,819 ) Prepaid expenses and other current assets 7,202 ( 6,197 ) ( 24,811 ) Other assets 4,681 3,242 6,033 Accounts payable ( 18,841 ) ( 31,832 ) ( 29,859 ) Accrued liabilities 115,634 52,895 5,527 Deferred revenue, current and noncurrent 22,356 79,512 ( 61,154 ) Customer deposits, current and noncurrent 54,440 64,347 ( 49,471 ) Operating lease liabilities, current and noncurrent ( 48,966 ) ( 49,630 ) ( 34,590 ) Other noncurrent liabilities 4,554 58 ( 73 ) Net cash provided by operating activities 1,153,865 712,183 223,737 Investing activities Purchases of property and equipment ( 12,634 ) ( 15,114 ) ( 40,027 ) Purchases of marketable securities ( 5,395,913 ) ( 5,636,406 ) ( 124,500 ) Proceeds from sales and redemption of marketable securities 5,073,507 2,889,268 52,319 Other investing activities ( 5,615 ) 51,072 66,781 Net cash used in investing activities ( 340,655 ) ( 2,711,180 ) ( 45,427 ) Financing activities Proceeds from the exercise of common stock options 745,396 218,238 86,089 Repurchases of common stock ( 64,196 ) — — Taxes paid related to net share settlement of equity awards ( 218,280 ) — — Other financing activities 444 601 ( 93 ) Net cash provided by financing activities 463,364 218,839 85,996 Effect of foreign exchange on cash, cash equivalents, and restricted cash ( 6,745 ) 2,930 ( 3,885 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 1,269,829 ( 1,777,228 ) 260,421 Cash, cash equivalents, and restricted cash - beginning of period 850,107 2,627,335 2,366,914 Cash, cash equivalents, and restricted cash - end of period $ 2,119,936 $ 850,107 $ 2,627,335 Supplemental disclosures of cash flow information Cash paid for income taxes $ 16,179 $ 13,515 $ 2,904 Noncash investing and financing activities Accrued taxes related to net share settlement of equity awards $ 84,207 $ — $ — The accompanying notes are an integral part of these consolidated financial statements. 88 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements 1. Organization Palantir Technologies Inc. (including its subsidiaries, “Palantir” or the “Company”) was incorporated in Delaware on May 6, 2003. The Company builds and deploys software platforms that serve as the central operating systems for its customers. 2. Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding annual financial reporting. The accompanying consolidated financial statements include the accounts of Palantir Technologies Inc. and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in entities where the Company holds at least a 20% ownership interest and has the ability to exercise significant influence over, but does not control, the investee are accounted for using the equity method of accounting. Certain prior year balances have been reclassified to conform to the current year presentation. Such reclassifications did not affect total revenues, income (loss) from operations, net income (loss), or cash flows. The Company’s fiscal year ends on December 31. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the identification of performance obligations in customer contracts, the valuation of deferred tax assets and uncertain tax positions, the valuation and recognition of stock-based compensation awards, and the collectability of contract consideration, including accounts receivable. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could affect the Company’s financial position and results of operations. Segments The Company has two operating segments, commercial and government, which were determined based on the manner in which the chief operating decision maker (“CODM”), who is the Chief Executive Officer, manages the operations of the Company for purposes of allocating resources and evaluating performance. Various factors, including the Company’s organizational and management reporting structure and customer type, were considered in determining these operating segments. The Company’s operating segments are described below: • Commercial: This segment primarily serves customers working in non-government industries. • Government: This segment primarily serves customers that are U.S government and non-U.S. government agencies. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents primarily consist of amounts invested in money market funds and U.S. Treasury securities with original maturities of three months or less. Restricted cash primarily consists of cash and certificates of deposit that are held as collateral against letters of credit and guarantees that the Company is required to maintain for operating lease agreements, certain customer contracts, and other guarantees and financing arrangements. 89 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statements of cash flows (in thousands): As of December 31, 2024 2023 2022 Cash and cash equivalents $ 2,098,524 $ 831,047 $ 2,598,540 Restricted cash included in prepaid expenses and other current assets 7,704 370 16,244 Restricted cash included in other assets 13,708 18,690 12,551 Total cash, cash equivalents, and restricted cash $ 2,119,936 $ 850,107 $ 2,627,335 Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses. The Company generally grants non-collateralized credit terms to its customers. Allowance for credit losses is based on the Company’s best estimate of probable losses inherent in its accounts receivable portfolio and is determined based on expectations of the customer’s ability to pay by considering factors such as customer type (commercial or government), historical experience, financial position of the customer, age of the accounts receivable, current economic conditions, and reasonable and supportable forward-looking factors about its portfolio and future economic conditions. Accounts receivable are written-off and charged against an allowance for credit losses when the Company has exhausted collection efforts without success. Based upon the Company’s assessment, the allowance for credit losses was immaterial and $ 10.5 million as of December 31, 2024 and 2023, respectively. Debt Securities Debt securities are primarily comprised of U.S. Treasury securities. The debt securities are classified as available-for-sale at the time of purchase and are reevaluated as of each balance sheet date. The Company considers the majority of its available-for-sale debt securities as available for use in current operations and may sell these securities at any time, and therefore classifies these securities as current assets in its consolidated balance sheets. Debt securities included in marketable securities on the consolidated balance sheets consist of U.S. Treasury securities with original maturities of greater than three months at the time of purchase, and the remaining U.S. Treasury securities are included in cash and cash equivalents. Interest income on debt securities is included in other income (expense), net on the consolidated statements of operations. The majority of the Company’s available-for-sale securities are recorded at fair value each reporting period using quoted prices of similar instruments and are classified within Level 2 of the fair value hierarchy. The Company evaluates investments with unrealized loss positions by assessing if they are related to deterioration in credit risk and whether it expects to recover the entire amortized cost basis of the security, the Company’s intent to sell, and whether it is more likely than not that the Company will be required to sell the securities before the recovery of their cost basis. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized in other income (expense), net in the consolidated statements of operations. Unrealized gains and non-credit related losses are reported as a separate component of accumulated other comprehensive income (loss), net in the consolidated balance sheets until realized. Realized gains and losses and declines in value are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, accounts receivable, marketable securities, and privately-held equity securities. Cash equivalents primarily consist of money market funds and U.S. Treasury securities with original maturities of three months or less, which are invested primarily with U.S. financial institutions. Cash deposits with financial institutions, including restricted cash, generally exceed federally insured limits. Management believes minimal credit risk exists with respect to these financial institutions and the Company has not experienced any losses on such amounts. The Company is exposed to concentrations of credit risk with respect to accounts receivable presented in the consolidated balance sheets. The Company’s accounts receivable balances as of December 31, 2024 and 2023 were $ 575.0 million and $ 364.8 million, respectively. Customer I represented 26 % and 15 % of total accounts receivable as of December 31, 2024 and 2023, respectively, and no other customer represented more than 10% of total accounts receivable as of December 31, 2024 or 2023. For the years ended December 31, 2024, 2023, and 2022, no customer represented 10% or more of total revenue. 90 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) Property and Equipment, Net Property and equipment, net are stated at cost less accumulated depreciation and amortization. Depreciation is recognized using the straight-line method over the estimated useful lives of the respective assets, which are generally three years . Leasehold improvements are capitalized and amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life, which is generally five years . Maintenance and repairs that do not improve or extend the useful lives of the assets are expensed when incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation and amortization are derecognized from the consolidated balance sheets and any resulting gain or loss is recorded in the consolidated statements of operations in the period realized. Privately-held Equity Securities Equity securities in privately-held companies without readily determinable fair values are recorded using the measurement alternative. Such investments are carried at cost, less any impairments, and are adjusted for subsequent observable price changes in orderly transactions for identical or similar investments of the same issuer. Changes in the basis of the equity securities are recognized in other income (expense), net in the consolidated statements of operations. Intangible Assets Intangible assets include finite-lived intangible assets, which mainly consist of customer relationships, reacquired rights, and backlog. These assets are amortized over their estimated useful lives and are tested for impairment using a similar methodology to our property and equipment, as described below. Intangible assets are recorded in other assets in the consolidated balance sheets. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the future undiscounted cash flows that the asset is expected to generate. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Impairments of long-lived assets during the years ended December 31, 2024, 2023, and 2022 were not material. Leases The Company determines if an arrangement is a lease at inception. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Renewals or early terminations are not accounted for unless the Company is reasonably certain to exercise these options. Operating lease expense is recognized and the ROU asset is amortized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For short-term leases, defined as leases with a term of twelve months or less, the Company elected the practical expedient to not recognize an associated lease liability and ROU asset. Lease payments for short-term leases are expensed on a straight-line basis over the lease term. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, and operating lease liabilities, non-current on the Company’s consolidated balance sheets. Finance leases are not material. Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. The Company measures fair value based on a three-level hierarchy of inputs, maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. A financial instrument’s level within the 91 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) three-level hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three-level hierarchy of inputs is as follows: Level 1: Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation. Financial instruments consist of money market funds and certificates of deposit included in cash equivalents and restricted cash, accounts receivable, marketable securities, other assets accounted for at fair value, accounts payable, and accrued liabilities. Money market funds, certificates of deposit, and marketable securities are stated at fair value on a recurring basis. Accounts receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. Revenue Recognition The Company generates revenue from the sale of subscriptions to access its software platforms in the Company’s hosted environment, along with ongoing operations and maintenance (“O&M”) services (“Palantir Cloud”); software licenses, primarily term licenses in the customers’ environments, with ongoing O&M services (“On-Premises Software”); and professional services. In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company applies the following five-step revenue recognition model in accounting for its revenue arrangements: • Identification of the contract(s) with the customer, including whether collectability of the consideration is probable by considering the customers’ ability and intention to pay; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Additionally, the pricing of the Company’s contracts is generally fixed; however, it is possible for contracts to include variable consideration, which can be based on subjective or objective criteria. The Company includes the estimated amount of variable consideration that it expects to receive to the extent it is probable that a significant revenue reversal will not occur. Each of the Company’s significant performance obligations and the Company’s application of ASC 606 to its revenue arrangements is discussed in further detail below. Palantir Cloud The Company’s Palantir Cloud subscriptions grant customers the right to access the software functionality in a hosted environment controlled by Palantir and are sold together with stand-ready O&M services, as further described below. The Company agrees to provide continuous access to its hosted software platforms throughout the contract term. Revenue associated with Palantir Cloud subscriptions is generally recognized over the contract term on a ratable basis, which is consistent with the transfer of control of the Palantir Cloud subscription to the customer. On-Premises Software Sales of the Company’s software licenses, primarily term licenses, grant customers the right to use functional intellectual property, either on their internal hardware infrastructure or on their own cloud instance, over the contractual term and are also sold together with stand-ready O&M services. The O&M services include critical updates, support, and maintenance services required to operate the software and, as such, are necessary for the software to maintain its intended utility over the contractual 92 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) term. Because of this requirement, the Company has concluded that the software licenses and O&M services, which together the Company refers to as On-Premises Software, are highly interdependent and interrelated and represent a single distinct performance obligation within the context of the contract. Revenue is generally recognized over the contract term on a ratable basis. Professional Services The Company’s professional services support the customers’ use of the software platforms and include, as needed, on-demand user support, user-interface configuration, training, and ongoing ontology and data modeling support. Professional services contracts typically include the provision of on-demand professional services for the duration of the contractual term, which may be coterminous or non-coterminous with a Palantir Cloud subscription or the On-Premises Software. Professional services are on-demand, whereby the Company performs services throughout the service period; therefore, the revenue is recognized over the related term. Contract Liabilities The timing of customer billings and payments relative to the start of the service period varies from contract to contract; however, the Company bills many of its customers in advance of the provision of services under its contracts, resulting in contract liabilities consisting of either deferred revenue or customer deposits (“contract liabilities”). Deferred revenue represents billings under noncancelable contracts before the related product or service is transferred to the customer. Customer deposits consist of amounts billed and/or paid in advance of the start of the contractual term or for anticipated revenue generating activities for the portion of a contract term that is subject to cancellation by its customers. Many of the Company’s arrangements include terms that allow the customer to terminate the contract for convenience and receive a pro-rata refund of the amount of the customer deposit for the period of time remaining in the contract term after the applicable termination notice period expires. In these arrangements, the Company concluded there are no enforceable rights and obligations after such notice period and therefore the consideration received or due from the customer that is subject to termination for convenience is recorded as customer deposits. The payment terms and conditions vary by contract; however, the Company’s terms generally require payment within 30 to 60 days from the invoice date. In instances where the timing of revenue recognition differs from the timing of payment, the Company elected to apply the practical expedient in accordance with ASC 606 to not adjust contract consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when promised goods and services are transferred to the customer and when the customer pays for those goods and services will be one year or less. As such, the Company determined its contracts do not generally contain a significant financing component. Areas of Judgment and Estimation The Company’s contracts with customers can include multiple promises to transfer goods or services to the customer. Determining whether promises are distinct performance obligations that should be accounted for separately – or not distinct within the context of the contract and, thus, accounted for together – requires significant judgment. The Company concluded that the promise to provide a software license is highly interdependent and interrelated with the promise to provide O&M services and such promises are not distinct within the context of its contracts and are accounted for as a single performance obligation as the Company’s On-Premises Software. Significant estimates and assumptions are used in the identification of performance obligations in customer contracts and collectability of contract consideration, including accounts receivable. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could affect our financial position and results of operations. Costs to Obtain and Fulfill Contracts Incremental costs of obtaining a contract include only those costs that are directly related to the acquisition of contracts, including sales commissions, and that would not have been incurred if the contract had not been obtained. The Company recognizes a contract cost asset for the incremental costs of obtaining a contract with a customer if it is expected that the economic benefit and amortization period will be longer than one year. Costs to obtain contracts were not material in the periods presented. The Company recognizes an asset for the costs to fulfill a contract with a customer if the costs are specifically identifiable, generate or enhance resources used to satisfy future performance obligations, and are expected to be recovered. Costs to fulfill contracts were not material in the periods presented. 93 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) Software Development Costs The Company evaluates capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on the Company’s product development process and substantial development risks, technological feasibility is generally established for the Company’s products when they are made available for general release. Accordingly, most costs are charged to research and development expense in the period incurred. Cost of Revenue Cost of revenue primarily includes salaries, stock-based compensation expense, and benefits for personnel involved in performing O&M and professional services, as well as subcontractor expenses, field-service representatives, third-party cloud hosting services, hardware costs, travel costs, allocated overhead, and other direct costs. Sales and Marketing Costs Sales and marketing costs primarily include salaries, stock-based compensation expense, variable compensation, including commissions, and benefits for the sales force and personnel involved in sales functions, executing on pilots, including bootcamps, and customer growth activities, as well as third-party cloud hosting services for pilots, marketing and sales event-related costs, travel costs, and allocated overhead. The Company generally charges all such costs to sales and marketing expense in the period incurred. Advertising costs are expensed as incurred and included in sales and marketing expense within the consolidated statements of operations. Advertising expense totaled $ 18.2 million, $ 21.4 million, and $ 38.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. Research and Development Costs Research and development costs primarily include salaries, stock-based compensation expense, and benefits for personnel involved in performing the activities to develop and refine the Company’s platforms and products, as well as third-party cloud hosting services and other IT-related costs, travel costs, and allocated overhead. Research and development costs are expensed as incurred. Commitments and Contingencies Liabilities for loss contingencies arising from claims, disputes, legal proceedings, fines and penalties, and other sources are recorded when it is probable that a liability has been or will be incurred and the amount of the liability can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recoveries of such legal costs from insurance policies are recorded as an offset to legal expenses in the period they are received. Share Repurchase Program Share repurchases are recorded on the trade date and the repurchase price is inclusive of any related fees and commissions. Shares of Class A common stock repurchased by the Company are immediately retired and upon retirement, the par value of the Class A common stock repurchased is deducted from common stock with the excess of repurchase price recorded to additional paid-in capital on the Company’s consolidated balance sheets. Stock-Based Compensation The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of GAAP, which require compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company determines the fair value of stock-based awards granted or modified on the grant date or modification date using appropriate valuation techniques. The assumptions used to determine the grant-date fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company recognizes forfeitures as they occur. Service-Based Awards The Company grants awards, including RSUs, stock option awards, and SARs, which vest based upon the satisfaction of a service condition. For such awards, the Company records stock-based compensation expense on a straight-line basis over the requisite service periods. The Company determines the grant-date fair value of the RSUs based on the fair value of the Company’s common stock on the grant date. For stock option awards and SARs that vest over an explicit service period and are exercisable at expiration, during a limited window (“Time-Vesting SARs”), the Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the grant-date fair value of the awards. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected term of the award, the expected volatility rate, risk-free interest rate, and the expected dividend yield of the common stock. 94 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) Performance-Based Awards The Company also grants awards, including RSUs, that vest upon the satisfaction of both a service condition and a performance condition. The Company determines the grant-date fair value of RSUs with both a service-based vesting condition and a performance-based vesting condition based on the fair value of the Company’s common stock on the grant date and records stock-based compensation expense using the accelerated attribution method over the service period. The performance-based vesting condition for the RSUs granted prior to September 30, 2020, the date the Company completed a direct listing of its Class A common stock on the New York Stock Exchange (the “Direct Listing”) was satisfied upon the occurrence of the Company’s Direct Listing. For P-RSUs granted after the Direct Listing, the Company recognizes expense for the number of P-RSUs expected to vest, determined based on the level of achievement against certain performance conditions, over the requisite service period when it is probable that the performance condition will be achieved. Market-Based Awards The Company grants awards, including SARs, that vest upon the satisfaction of market-based vesting conditions. For SARs that vest upon the satisfaction of a market-based vesting condition without an explicit service-based condition (“Market-Vesting SARs”), the Company estimates the grant-date fair value of the awards and the corresponding derived service period using a Monte Carlo simulation model, which requires the use of various assumptions including the contractual term, expected volatility rate, risk-free interest rate, suboptimal exercise factor, annual post-vest termination rate, and cost of equity as of the grant date. Stock-based compensation expense for these awards is recognized over the derived service period. If the market condition is achieved earlier than the grant date derived service period, the remaining stock-based compensation expense will be accelerated, and a cumulative catch-up expense will be recorded during the period in which the market condition is met. Once the derived service period is complete, previously recognized stock-based compensation expense related to Market-Vesting SARs will not be reversed even if the specified market condition is not achieved. Income Taxes The Company estimates its current tax expense together with assessing temporary differences resulting from differing treatment of items not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities on the Company’s consolidated balance sheets, which are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates that will be in effect when these differences reverse. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s consolidated statements of operations become deductible expenses under applicable income tax laws or loss or credit carryforwards are utilized. Accordingly, the realization of the Company’s deferred tax assets is dependent on future taxable income against which these deductions, losses, and credits can be utilized. The Company evaluates the realizability of its deferred tax assets on a regular basis and recognizes a valuation allowance when it is more likely than not that a future benefit on such deferred tax assets will not be realized. During such evaluation, the Company weighs all available positive and negative evidence, including temporary and permanent differences by jurisdiction, especially those related to excess tax benefits from stock-based compensation, scheduled reversals of deferred tax liabilities, its earning history and results of operations, and tax planning strategies. Additionally, the Company evaluates its projected future results of business operations, considering any uncertainty in future operating results relative to historical results, volatility in the market price and performance of the Company’s Class A common stock over time, variable macroeconomic conditions impacting the Company’s ability to forecast future taxable income, and changes in business that may affect the existence and magnitude of future taxable income. If certain factors change and the Company determines that the deferred tax assets are realizable at a more-likely-than not level, it will adjust the valuation allowance in the period the determination is made. Changes in the valuation allowance, when recorded, would be included in the Company’s consolidated statements of operations. Management’s judgment is required in determining the Company’s valuation allowance recorded against its net deferred tax assets. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in its provision for income taxes. The Company is subject to the Global Intangible Low Taxed Income (“GILTI”) tax in the U.S. and has elected to treat taxes on future GILTI inclusions as current period expense if and when incurred. 95 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) Net Earnings (Loss) Per Share Attributable to Common Stockholders The Company computes net earnings (loss) per share attributable to its common stockholders using the two-class method required for participating securities, which determines net earnings (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in distributed and undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The rights, including the liquidation and dividend rights, of the holders of Class A, Class B, and Class F common stock (collectively, the “common stock”) are identical, except with respect to voting and conversion. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net earnings (loss) per share will, therefore, be the same for all classes of common stock on an individual or comb ined basis. As such, the Company has presented the net income (loss) attributed to its common stock on a combined basis. Noncontrolling Interests A noncontrolling interest represents the proportionate equity interest in a subsidiary that is not attributable, either directly or indirectly, to the Company and is reported as equity of the Company, separate from the Company’s controlling interest. Revenues, expenses, gains, losses, net income (loss), and other comprehensive income (loss) are reported in the consolidated financial statements at the consolidated amounts, which include the amounts attributable to both controlling and noncontrolling interests. Foreign Currency Generally, the functional currency of the Company’s international subsidiaries is the local currency of the country in which they operate. The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each reporting period. Revenue and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized as a cumulative translation adjustment and included in accumulated other comprehensive income (loss). For transactions that are not denominated in the local functional currency, the Company remeasures monetary assets and liabilities at exchange rates in effect at the end of each reporting period. Transaction gains and losses from the remeasurement are recognized in other income (expense), net within the consolidated statements of operations. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires disclosure of incremental segment information on an annual and interim basis. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company adopted the guidance during the year ended December 31, 2024, and applied it retrospectively to the periods presented. See Note 13. Segment and Geographic Information for more information. Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures , requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impacts of the new standard on its consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, which requires the disclosure of additional information about specific expense categories in the notes to the consolidated financial statements on an annual and interim basis. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 on either a prospective or retrospective basis, with early adoption permitted. The Company currently evaluating the impacts of the new standard on its consolidated financial statements. 96 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) 3. Contract Liabilities and Remaining Performance Obligations Contract Liabilities The Company’s contract liabilities consist of deferred revenue and customer deposits. As of December 31, 2024 and 2023, the Company’s contract liabilities were $ 566.4 million and $ 486.3 million, respectively. Revenue of $ 457.6 million and $ 329.4 million was recognized during the years ended December 31, 2024 and 2023, respectively, that was included in the contract liabilities as of December 31, 2023 and 2022, respectively. Remaining Performance Obligations The Company’s arrangements with its customers often have terms that span over multiple years. However, the Company allows many of its customers to terminate contracts for convenience prior to the end of the stated term with less than twelve months’ notice. Revenue allocated to remaining performance obligations represents noncancelable contracted revenue that has not yet been recognized, which includes deferred revenue and, in certain instances, amounts that will be invoiced. The Company has elected the practical expedient allowing the Company to not disclose remaining performance obligations for contracts with original terms of twelve months or less. Cancelable contracted revenue, which includes customer deposits, is not considered a remaining performance obligation. The Company’s remaining performance obligations were $ 1.7 billion as of December 31, 2024, of which the Company expects to recognize approximately 48 % as revenue over the next 12 months, 40 % as revenue over the subsequent 13 to 36 months, and the remainder thereafter. Disaggregation of Revenue See Note 13. Segment and Geographic Information for disaggregated revenue by customer segment and geographic region. 4. Investments and Fair Value Measurements The following tables present the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation (in thousands): As of December 31, 2024 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Money market funds $ 1,823,046 $ 1,823,046 $ — $ — Prepaid expenses and other current assets and other assets: Certificates of deposit 4,826 — 4,826 — Marketable securities: U.S. Treasury securities 3,110,687 — 3,110,687 — Publicly-traded equity securities 20,776 20,776 — — Total $ 4,959,335 $ 1,843,822 $ 3,115,513 $ — 97 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) As of December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Money market funds $ 576,565 $ 576,565 $ — $ — U.S Treasury securities 10,079 — 10,079 — Certificates of deposit 938 — 938 — Prepaid expenses and other current assets and other assets: Certificates of deposit 4,777 — 4,777 — Marketable securities: U.S. Treasury securities 2,824,861 — 2,824,861 — Publicly-traded equity securities 18,271 18,271 — — Total $ 3,435,491 $ 594,836 $ 2,840,655 $ — Certificates of Deposit The Company’s certificates of deposit are Level 2 instruments. The fair value of such instruments is estimated based on valuations obtained from third-party pricing services that utilize industry standard valuation models, including both income-based and market-based approaches, for which all significant inputs are observable either directly or indirectly. These inputs include interest rate curves, foreign exchange rates, and credit ratings. Debt Securities As of December 31, 2024, available-for-sale debt securities, all of which are included in marketable securities on the consolidated balance sheet, consisted of the following (in thousands): As of December 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury securities $ 3,110,278 $ 1,022 $ ( 613 ) $ 3,110,687 Total debt securities $ 3,110,278 $ 1,022 $ ( 613 ) $ 3,110,687 As of December 31, 2023, available-for-sale debt securities consisted of the following (in thousands): As of December 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury securities $ 2,831,505 $ 4,520 $ ( 1,085 ) $ 2,834,940 Total debt securities $ 2,831,505 $ 4,520 $ ( 1,085 ) $ 2,834,940 Included in cash and cash equivalents $ 10,078 $ 1 $ — $ 10,079 Included in marketable securities $ 2,821,427 $ 4,519 $ ( 1,085 ) $ 2,824,861 The Company did not sell any available-for-sale debt securities during the fiscal years ended December 31, 2024 or 2022. The Company sold $ 694.6 million of available-for-sale debt securities during the fiscal year ended December 31, 2023 and immediately reinvested such proceeds into additional debt securities. The realized gains and losses from those sales were immaterial. No credit or non-credit losses related to available-for sale debt securities were recorded as of December 31, 2024 or 2023. As of December 31, 2024 and 2023, available-for-sale debt securities of $ 716.3 million and $ 236.0 million, respectively, were in an unrealized loss position primarily due to unfavorable changes in interest rates subsequent to initial purchase. None of the available-for-sale debt securities held as of December 31, 2024 or 2023 were in a continuous unrealized loss position for greater than 12 months. The decline in fair value below amortized cost basis was not attributed to credit-related factors and it is more likely than not that the Company will hold the securities until maturity or a recovery of the cost basis. No credit-related 98 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) impairment losses were recorded as of December 31, 2024 or 2023. All of the Company’s U.S. Treasury securities had contractual maturities due within one year as of December 31, 2024 and 2023. Equity Securities The Company holds equity securities in publicly-traded companies, which are recorded at fair market value each reporting period in marketable securities on the consolidated balance sheets. Realized and unrealized gains and losses are recorded in other income (expense), net on the consolidated statements of operations. For the year ended December 31, 2024, net unrealized gains from publicly-traded equity securities held at the end of the period were immaterial. For the years ended December 31, 2023, and 2022 net unrealized losses from publicly-traded equity securities held at the end of each period were $ 4.5 million, and $ 197.3 million, respectively. The Company also holds equity securities in privately-held companies without readily determinable fair values that are recorded using the measurement alternative. As of December 31, 2024 and December 31, 2023, the total amount of privately-held equity securities included in other assets on the consolidated balance sheets was $ 64.9 million and $ 32.6 million, respectively. The Company classifies these fair value measurements as Level 3 within the fair value hierarchy. The Company did not record any material adjustments or impairments for the privately-held equity securities held as of December 31, 2024 and December 31, 2023. Additionally, we have accepted, and may continue to accept, securities as noncash consideration. Total equity securities received as noncash consideration was $ 58.7 million, $ 41.7 million, and $ 6.8 million during the years ended December 31, 2024, 2023, and 2022, respectively. Strategic Commercial Contracts From 2021 through 2022, the Company approved and entered into certain agreements (“Investment Agreements”) to purchase shares of various entities, including special purpose acquisition companies and/or other privately-held or publicly-traded entities (each, an “Investee,” and such purchases, the “Investments”). No Investments were purchased under such Investment Agreements during the fiscal years ended December 31, 2024 or 2023. In connection with signing the Investment Agreements, each Investee or an associated entity and the Company entered into a commercial contract for access to the Company’s products and services (collectively, the “Strategic Commercial Contracts”). The Company assessed the concurrent agreements under the noncash consideration and consideration payable to a customer guidance within ASC 606, Revenue from Contracts with Customers, as well as the commercial substance of each arrangement considering the customer’s ability and intention to pay as well as the Company’s obligation to perform under each contract. The Company performs ongoing assessments of customers’ financial condition, including the consideration of customers’ ability and intention to pay, and whether all or some portion of the value of such contracts continue to meet the criteria for revenue recognition, among other factors. During the years ended December 31, 2024, 2023, and 2022, revenue recognized from Strategic Commercial Contracts was $ 52.3 million, $ 87.3 million, and $ 118.4 million, respectively. 5. Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of December 31, 2024 2023 Leasehold improvements $ 85,284 $ 83,139 Computer equipment, software, and other 55,815 50,844 Furniture and fixtures 13,906 13,834 Construction in progress 7,632 2,099 Total property and equipment, gross 162,637 149,916 Less: accumulated depreciation and amortization ( 122,999 ) ( 102,158 ) Total property and equipment, net $ 39,638 $ 47,758 Depreciation and amortization expense related to property and equipment, net was $ 23.7 million, $ 23.7 million, and $ 19.5 million for the years ended December 31, 2024, 2023, and 2022, respectively. 99 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) Accrued Liabilities Accrued liabilities consisted of the following (in thousands): As of December 31, 2024 2023 Accrued payroll and related expenses $ 306,939 $ 83,094 Accrued taxes 42,243 47,257 Accrued other liabilities 77,864 92,640 Total accrued liabilities $ 427,046 $ 222,991 6. Debt 2014 Credit Facility In October 2014, the Company entered into an unsecured revolving credit facility, which has been subsequently secured by substantially all of the Company’s assets and amended from time to time (as amended, the “2014 Credit Facility”). As of December 31, 2024, the Company had no outstanding debt balances and had undrawn revolving commitments of $ 500.0 million available to fund working capital and general corporate expenditures under the 2014 Credit Facility, which has a maturity date of March 31, 2027. The 2014 Credit Facility contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to maintaining minimum liquidity of $ 50.0 million, and certain limitations on liens and indebtedness. The Company was in compliance with all covenants associated with the 2014 Credit Facility as of December 31, 2024. 7. Leases The Company has operating leases primarily for corporate office space and equipment . Certain lease agreements contain renewal options, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate. The Company's leases have remaining terms up to October 2034, some of which include one or more options to extend. Additionally, some lease contracts include termination options. Supplemental balance sheet information related to lease liabilities at December 31, 2024 and 2023 was as follows (in thousands): As of December 31, Lease-Related Assets and Liabilities Financial Statement Line Items 2024 2023 Right-of-use assets: Operating leases Operating lease right-of-use assets $ 200,740 $ 182,863 Total right-of-use assets $ 200,740 $ 182,863 Lease liabilities: Operating leases Operating lease liabilities $ 43,993 $ 54,176 Operating lease liabilities, noncurrent 195,226 175,216 Total lease liabilities $ 239,219 $ 229,392 100 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) The components of lease expense included in the Company's consolidated statements of operations include (in thousands): Years Ended December 31, 2024 2023 Operating lease expense $ 57,655 $ 61,972 Short-term lease expense 3,445 4,949 Variable lease expense 5,585 4,772 Sublease income ( 17,205 ) ( 18,905 ) Total lease expense, net $ 49,480 $ 52,788 Variable lease costs are primarily related to payments made to lessors for common area maintenance, property taxes, insurance, and other operating expenses. Short-term lease costs primarily represent temporary employee housing. Maturities of operating lease liabilities as of December 31, 2024 were as follows (in thousands): As of December 31, 2024 Operating Lease Commitments Less: Sublease Income Net Lease Commitments Year ended December 31, 2025 $ 61,509 $ 14,783 $ 46,726 2026 54,035 13,786 40,249 2027 41,709 14,423 27,286 2028 25,449 12,470 12,979 2029 18,796 10,254 8,542 Thereafter 106,554 20,507 86,047 Total undiscounted liabilities 308,052 86,223 221,829 Less: Imputed interest ( 68,833 ) — ( 68,833 ) Total operating lease liabilities $ 239,219 $ 86,223 $ 152,996 The weighted-average remaining lease term related to the Company’s operating lease liabilities as of December 31, 2024 and 2023 was seven years and six years , respectively. The weighted-average discount rate related to the Company’s operating lease liabilities as of December 31, 2024 and 2023 was 7 % and 6 %, respectively. The following table sets forth the supplemental information related to the Company's operating leases for the years ended December 31, 2024 and 2023 (in thousands): Years Ended December 31, 2024 2023 Cash paid for operating lease liabilities $ 65,402 $ 63,374 Lease liabilities arising from obtaining right-of-use assets $ 58,320 $ 28,112 As of December 31, 2024, the Company has no additional operating leases for office space that have not yet commenced. 8. Commitments and Contingencies Purchase Commitments The Company has commitments with various third parties to purchase primarily cloud hosting services. In September 2023, the Company amended one of its third-party cloud hosting services agreements. Under this amendment, the Company has committed to spend at least $ 1.95 billion over ten contract years through September 30, 2033, as well as certain additional minimum usage commitments, among other things. As of December 31, 2024, the Company satisfied $ 55.7 million of its $ 160.2 million commitment for the contract year beginning October 1, 2024 and ending September 30, 2025. 101 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) Litigation and Legal Proceedings From time to time, third parties may assert patent infringement claims against the Company. In addition, from time to time, the Company may be subject to other legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of trademarks, copyrights, and other intellectual property rights; employment claims; securities claims; investor claims; corporate claims; class action claims; and general contract, tort, or other claims. The Company may from time to time also be subject to various legal or government claims, disputes, or investigations. Such matters may include, but not be limited to, claims, disputes, allegations, or investigations related to warranty; refund; breach of contract; breach, leak, or misuse of personal data or confidential information; employment; government procurement; intellectual property; government regulation or compliance (including but not limited to anti-corruption requirements, export or other trade controls, data privacy or data protection, cybersecurity requirements, or antitrust/competition law requirements); securities; investor; corporate; or other matters. The Company establishes an accrual for loss contingencies when the loss is both probable and reasonably estimable. On September 15, 2022, October 25, 2022, and November 4, 2022, putative securities class action complaints were filed in the United States District Court for the District of Colorado, captioned Cupat v. Palantir Technologies Inc., et al., Case No. 1:22-cv-02384, Allegheny County Employees’ Retirement System v. Palantir Technologies, Inc., et al., Case No. 1:22-cv-02805, and S hijun Liu, Individually and as Trustee of the Liu Family Trust 2019 v. Palantir Technologies Inc., et al., Case No. 1:22-cv-02893, respectively, naming the Company and certain current and former officers and directors as defendants. The suits allege false and misleading statements about our business and prospects, and purport to allege claims under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”), and seek unspecified damages and remedies under Sections 10(b), 20(a), and 20(A) of the Exchange Act and Sections 11 and 15 of the Securities Act. These three actions subsequently were consolidated as Cupat v. Palantir Technologies Inc., et al., Lead Civil Action No. 1:22-cv-02834-CNS-SKC, consolidated with civil actions 1:22-cv-02805-CNS-SKC and 1:22-cv-02893-CNS-SKC. On March 31, 2024, the Court dismissed the Cupat matter without prejudice. On May 24, 2024, plaintiffs filed a second amended complaint. On November 21, 2022, a stockholder derivative action was filed in the United States District Court for the District of Colorado, captioned Li v. Karp, et al., Case No. 22-cv-3028 and on January 27, 2023, a stockholder derivative action was filed in the United States District Court for the District of Delaware captioned Miao v. Karp, et al., Case No. 1:23-cv-00103-MN, each against certain current and former officers and directors asserting breach of fiduciary duty and related claims relating to the allegations of the securities class action complaints and seek unspecified damages and injunctive remedies under Section 14(a) of the Exchange Act and Delaware law. On August 22, 2023, a stockholder derivative action was filed in the Court of Chancery of the State of Delaware captioned Central Laborers’ Pension Fund v. Karp, et al. , Case No. 2023-0864 against certain current and former officers and directors asserting breach of fiduciary duty and related claims relating to the allegations of the securities class action complaints and seeks unspecified damages and injunctive relief under Delaware law. Because the litigation is in early stages, the Company is unable to estimate the reasonably possible loss or range of loss, if any, that may result from these matters. As of December 31, 2024, the Company was not aware of any currently pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on its consolidated financial statements. Warranties and Indemnification The Company generally provides a warranty for its software products and services and a service level agreement (“SLA”) for the Company’s performance of software operations. The Company’s products are generally warranted to perform substantially as described in the associated product documentation during the subscription term or for a period of up to 90 days where the software is hosted by the customer, and the Company includes O&M services as part of its subscription and license agreements to support this warranty and maintain the operability of the software. The Company’s services are generally warranted to be performed in a professional manner and by an adequate staff with knowledge about the products. In the event there is a failure of such warranties, the Company generally is obligated to correct the product or service to conform to the warranty provision or, if the Company is unable to do so, the customer is entitled to seek a refund of the purchase price of the product and service (generally prorated over the contract term). Due to the absence of historical warranty claims, the Company’s expectations of future claims related to products under warranty continue to be insignificant. The Company has not recorded warranty expense or related accruals as of December 31, 2024 and 2023. The Company generally agrees to indemnify its customers against legal claims that the Company’s software products infringe certain third-party intellectual property rights and accounts for its indemnification obligations. In the event of such a claim, the Company is generally obligated to defend its customer against the claim and to either settle the claim at the Company’s expense or pay damages that the customer is legally required to pay to the third-party claimant. In addition, in the event of an infringement, the Company generally agrees to secure the right for the customer to continue using the infringing product; to modify or replace the infringing product; or, if those options are not commercially practicable, to refund the cost of the software, as prorated over the period. To date, the Company has not been required to make any payment resulting from 102 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) infringement claims asserted against its customers and does not believe that the Company will be liable for such claims in the foreseeable future. As such, the Company has not recorded a liability for infringement costs as of December 31, 2024 and 2023. The Company has obligations under certain circumstances to indemnify each of the defendant directors and certain officers against judgments, fines, settlements, and expenses related to claims against such directors and certain officers and otherwise to the fullest extent permitted under the law and the Company’s Amended and Restated Bylaws and Amended and Restated Certificate of Incorporation. 9. Stockholders’ Equity The Company’s Class A, Class B, and Class F common stock (collectively, the “common stock”) all have the same rights, except with respect to voting and conversion rights. Class A and Class B common stock have voting rights of 1 and 10 votes per share, respectively. The Class F common stock has the voting rights generally described herein and each share of Class F common stock is convertible at any time, at the option of the holder thereof, into one share of Class B common stock. All shares of Class F common stock are held in a voting trust established by Stephen Cohen, Alexander Karp, and Peter Thiel (the “Founders”). The Class F common stock generally gives the Founders the ability to control up to 49.999999 % of the total voting power of the Company’s capital stock, so long as the Founders and certain of their affiliates collectively meet a minimum ownership threshold, which was 100.0 million of the Company's equity securities as of December 31, 2024. Holders of the common stock are entitled to dividends when, as, and if declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. No dividends have been declared as of December 31, 2024. The following represented the total authorized, issued, and outstanding shares for each class of common stock (in thousands): As of December 31, 2024 As of December 31, 2023 Authorized Issued and Outstanding Authorized Issued and Outstanding Class A Common Stock 20,000,000 2,242,389 20,000,000 2,096,982 Class B Common Stock 2,700,000 95,401 2,700,000 102,141 Class F Common Stock 1,005 1,005 1,005 1,005 Total 22,701,005 2,338,795 22,701,005 2,200,128 Share Repurchase Program In August 2023, the Company’s Board of Directors authorized a stock repurchase program of up to $ 1.0 billion of the Company’s outstanding shares of Class A common stock (the “Share Repurchase Program”). The Company may repurchase shares of its Class A common stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act in accordance with applicable securities laws and other restrictions. The timing and the amount of stock repurchases under the Share Repurchase Program have been, and in the future will be, determined by the Company’s management, based on its evaluation of factors including business and market conditions, corporate and regulatory requirements, and other considerations. The Share Repurchase Program does not obligate the Company to repurchase any specific number of shares and may be discontinued at any time. During the year ended December 31, 2024, the Company repurchased and subsequently retired 2.1 million shares of its Class A common stock for an aggregate amount, including commissions, of $ 64.2 million under the Share Repurchase Program. As of December 31, 2024, approximately $ 935.8 million of the originally authorized amount under the Share Repurchase Program remained available for future repurchases. 10. Stock-Based Compensation 2020 Executive Equity Incentive Plan In August 2020, the Company’s Board of Directors approved the 2020 Executive Equity Incentive Plan (the “Executive Equity Plan”). The Executive Equity Plan permitted the granting of nonstatutory stock options (“NSOs”) and RSUs to the Company’s employees, consultants, and directors. A total of 165,900,000 shares of the Company’s Class B common stock were reserved for issuance under the Executive Equity Plan. During August 2020, options to purchase 162,000,000 shares of Class B common 103 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) stock and restricted stock units covering 3,900,000 shares of the Company’s Class B common stock were granted to certain officers. The Executive Equity Plan was terminated prior to the Company’s Direct Listing, and no additional awards will be granted under the Executive Equity Plan. However, the Executive Equity Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the Executive Equity Plan. 2020 Equity Incentive Plan In September 2020, prior to the Direct Listing, the Company’s Board of Directors approved the 2020 Equity Incentive Plan (“2020 Plan”). The 2020 Plan provides for the grant of incentive stock options (“ISOs”), NSOs, restricted stock, RSUs, SARs, and performance awards to the Company’s employees, directors, and consultants. A total of 150,000,000 shares of the Company’s Class A common stock were initially reserved for issuance pursuant to the 2020 Plan. In addition, the number of shares of Class A common stock reserved for issuance under the 2020 Plan includes certain shares of common stock subject to awards under the 2010 Equity Incentive Plan (“2010 Plan”) and Executive Equity Plan in the case of certain occurrences, such as expirations, terminations, exercise and tax-related withholding, or failures to vest. Shares of Class B common stock added to the 2020 Plan from the 2010 Plan or Executive Equity Plan are reserved for issuance under the Company’s 2020 Plan as Class A common stock. The number of shares of Class A common stock available for issuance under the 2020 Plan will also include an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to the least of: • 250,000,000 shares of the Company’s Class A common stock; • Five percent of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year; or • such other amount as the administrator of the 2020 Plan determines. Under the 2020 Plan, the exercise price of options granted is generally at least equal to the fair market value of the Company’s Class A common stock on the date of grant. The term of an ISO generally may not exceed ten years . Additionally, the exercise price of any ISO granted to a 10 % stockholder shall not be less than 110 % of the fair market value of the common stock on the date of grant, and the term of such option grant shall not exceed five years . Options and other equity awards become vested and, if applicable, exercisable based on terms determined by the Board of Directors or another plan administrator on the date of grant, which is typically four years for new employees and varies for subsequent grants. Stock Options and SARs The following table summarizes stock option and SAR activity for the year ended December 31, 2024 (in thousands, except per share amounts and years): Options Outstanding SARs Outstanding Number of Awards Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value Number of Awards Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance as of December 31, 2023 278,470 $ 8.62 7.6 $ 2,381,172 — $ — 0.0 $ — Granted — — 51,620 50.73 Exercised ( 99,297 ) 7.51 ( 41,023 ) 50.00 Canceled and forfeited ( 1,064 ) 5.78 ( 4,160 ) 50.19 Balance as of December 31, 2024 178,109 $ 9.26 6.9 $ 11,821,740 6,437 $ 55.75 6.7 $ 127,976 Vested and exercisable as of December 31, 2024 80,155 $ 6.66 6.0 $ 5,528,204 — $ — 0.0 $ — The aggregate intrinsic value of options and SARs outstanding, as well as those which are vested and exercisable, is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock as of the respective periods presented, accounting for the maximum appreciation of an award, as applicable. The aggregate intrinsic value of options exercised during the years ended December 31, 2024, 2023, and 2022 was $ 3.8 billion, $ 476.8 million, and $ 112.3 million, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock on the exercise date. The aggregate intrinsic value of SARs exercised during the year ended December 31, 2024 was $ 707.9 million. SARs exercised during the years ended December 31, 2023 and 2022 were not material. 104 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) There were no options granted during the years ended December 31, 2024, 2023, and 2022. The total grant-date fair value of options that vested during the years ended December 31, 2024, 2023, and 2022 was $ 107.7 million, $ 131.0 million, and $ 170.8 million, respectively . The weighted-average grant-date fair value of SARs granted during the year ended December 31, 2024 was $ 4.08 per share. The total grant-date fair value of SARs that vested during the year ended December 31, 2024 was $ 138.8 million. No SARs were vested in the years ended December 31, 2023 or 2022. As of December 31, 2024, the total unrecognized stock-based compensation expense related to options and SARs outstanding was $ 500.4 million and $ 54.8 million, respectively, which is expected to be recognized over a weighted-average service period of six and seven years , respectively. Market-Vesting SARs During the year ended December 31, 2024, the Company granted Market-Vesting SARs that vest upon the satisfaction of a market-based vesting condition and are subject to continued service. During the three months ended December 31, 2024, the market-based vesting condition was satisfied and all Market-Vesting SARs were vested when the price per share of the Company’s Class A common stock exceeded $50 within an open trading window (measured based on the closing price on the immediately prior trading day) (an “Above Price Day”). The Company immediately accelerated $ 115.8 million of stock-based compensation expense as the SARs vested prior to their grant date derived service period. Following the satisfaction of such condition, Market-Vesting SARs could only be exercised on an Above Price Day, up to the maximum appreciation of $ 20 per Market-Vesting SAR. During the three months ended December 31, 2024, all outstanding Market-Vesting SARs were exercised. The related employee withholding taxes were funded by net share settlement, where shares withheld by the Company are reflected as a reduction to additional paid in capital. When the related employee withholding taxes are remitted, they are presented as cash outflows for financing activities. The Company determined the grant-date fair value of Market-Vesting SARs using a Monte Carlo simulation model which incorporates various assumptions including the contractual term, expected stock price volatility, risk-free interest rate, suboptimal exercise factor, annual post-vest termination rate, and cost of capital as of the grant date. For the Market-Vesting SARs granted during the year ended December 31, 2024, the assumptions used in the Monte Carlo simulation model included the following: Year Ended December 31, 2024 Expected volatility rate 55.2 % - 58.9 % Risk-free interest rate 4.1 % - 4.7 % The expected volatility rate is based on a combination of the Company’s implied volatility and the historical volatility of comparable publicly-traded companies. The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the SAR. The Company has never paid and has no plans to pay dividends on its common stock, therefore the expected dividend yield is zero. Time-Vesting SARs During the year ended December 31, 2024, the Company granted Time-Vesting SARs which vest over explicit service periods of up to nine years . Additionally, such Time-Vesting SARs become exercisable at expiration, during a limited window (“Exercise Window”), if the Company’s stock price reaches a certain threshold. Time-Vesting SARs have exercise prices of between $ 39 –$ 70 and maximum appreciation values of between $ 60 –$ 180 . The Company determined the grant-date fair value of Time-Vesting SARs using a Black-Scholes option-pricing model, calculated as the difference in fair value between a SAR with a strike price at the exercise price and a SAR with the strike price at its maximum appreciation, using the following assumptions: 105 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) Year Ended December 31, 2024 Expected volatility rate 54.9 % - 59.2 % Expected term (in years) 3.7 - 9.2 Risk-free interest rate 3.4 % - 3.9 % Expected dividend yield — % The expected volatility rate is based on a combination of the Company’s implied and historical volatility, and the historical volatility of comparable publicly-traded companies. The expected term represents the period of time the SARs are expected to be outstanding. The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the SAR. The Company has never paid and has no plans to pay dividends on its common stock, therefore the expected dividend yield is zero. RSUs and P-RSUs The following table summarizes the RSU and P-RSU activity for the year ended December 31, 2024 (in thousands, except per share amounts): RSUs Outstanding Weighted Average Grant Date Fair Value per Share P-RSUs Outstanding Weighted Average Grant Date Fair Value per Share Unvested and outstanding as of December 31, 2023 82,262 $ 10.71 1,976 $ 15.39 Granted 19,098 30.90 4,336 24.02 Vested ( 31,989 ) 13.65 ( 3,654 ) 20.52 Canceled and forfeited ( 4,135 ) 15.31 ( 512 ) 11.29 Adjustment for performance results achieved (1) — $ — ( 1,569 ) $ 18.90 Unvested and outstanding as of December 31, 2024 65,236 $ 14.89 577 $ 41.93 ————— (1) This amount represents the difference between the maximum number of shares that could have been issued under the grant and the actual number of shares earned based on final performance. During the fiscal year ended December 31, 2024, the Company granted RSUs that have only a service-based vesting condition, as well as P-RSUs that have both service-based and performance-based vesting conditions. The service-based vesting condition for each is generally satisfied upon continued service through a specified date. Vesting periods for the RSUs and P-RSUs are generally up to four years and three months , respectively. The performance-based vesting condition is satisfied upon the achievement of certain Company performance goals set by the Compensation Committee of the Board of Directors. The ultimate number of P-RSUs earned and eligible to vest ranges between 0 % to 100 % of the target number of P-RSUs granted depending on the level of achievement of such Company performance goals. The total grant-date fair value of RSUs vested during the years ended December 31, 2024, 2023, and 2022 was $ 436.6 million, $ 526.1 million, and $ 453.2 million, respectively. The total grant-date fair value of P-RSUs vested during the year ended December 31, 2024 was $ 75.0 million. No P-RSUs were vested in the years ended December 31, 2023 or 2022. As of December 31, 2024, the total unrecognized stock-based compensation expense related to the RSUs outstanding was $ 711.4 million, which is expected to be recognized over a weighted-average service period of three years . As of December 31, 2024, there was no unrecognized stock-based compensation expense related to the P-RSUs outstanding. 106 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) Stock-based Compensation Expense Total stock-based compensation expense was as follows (in thousands): Years Ended December 31, 2024 2023 2022 Cost of revenue $ 69,065 $ 35,995 $ 44,061 Sales and marketing 239,121 160,645 196,301 Research and development 165,065 98,064 93,871 General and administrative 218,387 181,199 230,565 Total stock-based compensation expense $ 691,638 $ 475,903 $ 564,798 The Company did not recognize any tax benefits related to stock-based compensation expense during the years ended December 31, 2024, 2023, or 2022. 11. Income Taxes Income (loss) before provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2024 2023 2022 United States $ 426,944 $ 174,637 $ ( 402,834 ) Foreign 62,229 62,454 41,807 Income (loss) before provision for income taxes $ 489,173 $ 237,091 $ ( 361,027 ) Provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2024 2023 2022 Current: Federal $ — $ — $ — State 1,556 2,333 765 Foreign 20,265 22,189 9,476 Total current provision 21,821 24,522 10,241 Deferred: Federal — — — State — — — Foreign ( 566 ) ( 4,806 ) ( 174 ) Total deferred provision ( 566 ) ( 4,806 ) ( 174 ) Total provision for income taxes $ 21,255 $ 19,716 $ 10,067 107 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) A reconciliation of the expected tax provision at the statutory federal income tax rate to the Company’s recorded tax provision consisted of the following (in thousands): Years Ended December 31, 2024 2023 2022 Expected tax (benefit) at U.S. federal statutory rate $ 102,726 $ 49,789 $ ( 75,592 ) State income taxes - net of federal benefit 1,365 2,309 766 Foreign tax rate differential ( 15,767 ) 859 832 Research and development tax credits ( 103,858 ) ( 45,667 ) ( 34,546 ) Stock-based compensation ( 513,841 ) ( 79,128 ) 1,374 Non-deductible officers’ compensation 33,404 34,479 40,629 Change in valuation allowance 507,149 35,070 49,833 Base Erosion Anti-Abuse Tax and related elections — 14,700 25,200 Taxes withheld at source 5,599 4,378 — Non-deductible expenses 5,545 3,610 — Other ( 1,067 ) ( 683 ) 1,571 Total provision for income taxes $ 21,255 $ 19,716 $ 10,067 For the year ended December 31, 2024, the Company recorded a provision for income taxes of $ 21.3 million compared to $ 19.7 million for the year ended December 31, 2023, primarily due to the increased foreign tax expense as the result of higher foreign taxable income and withholding taxes. For the year ended December 31, 2023, the Company recorded a provision for income taxes of $ 19.7 million compared to $ 10.1 million for the year ended December 31, 2022, primarily due to the increase in foreign income taxes as the result of higher foreign taxable income and higher foreign withholding taxes in the current year. Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the year in which the differences are expected to reverse. Significant deferred tax assets and liabilities consisted of the following (in thousands): As of December 31, 2024 2023 Net operating loss carryforwards $ 1,583,076 $ 1,317,684 Capitalized research and experimental expenses 504,156 214,848 Reserves and accruals 87,111 99,105 Tax credit carryforwards 394,579 277,060 Stock-based compensation 76,604 139,419 Lease liabilities 60,103 53,902 Depreciation and amortization 15,839 14,413 Capitalized facilitative expenses 38,436 28,906 Gross deferred tax assets 2,759,904 2,145,337 Acquisition related intangibles ( 6,827 ) ( 8,428 ) Right-of-use assets ( 50,208 ) ( 42,721 ) Total net deferred tax assets before valuation allowance 2,702,869 2,094,188 Valuation allowance ( 2,710,393 ) ( 2,102,251 ) Net deferred tax assets (liabilities) $ ( 7,524 ) $ ( 8,063 ) The Company reviews the recognition of deferred tax assets on a regular basis to determine if realization of such assets is more likely than not. Due to the weight of objectively verifiable negative evidence, including the Company’s history of U.S. and certain foreign net operating tax losses, primarily in the U.K., the Company has continued to maintain a full valuation 108 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) allowance against potential future benefits for U.S, federal, state, and certain foreign deferred tax assets as of December 31, 2024. The Company will release the valuation allowance when there is sufficient positive evidence to support a conclusion that it is more likely than not the future benefit on such deferred tax assets will be realized. Although the Company has achieved positive cumulative income before provision for income taxes in the U.S. over the past three years, when adjusting for permanent differences, primarily related to excess tax benefits from stock-based compensation, the outcome resulted in a cumulative tax loss position for that period. The future timing and amount of such valuation allowance being released is uncertain based on the Company’s future assessment of all available evidence, including its recent earnings and anticipated future earnings, expected temporary and permanent differences, especially those related to excess tax benefits from stock-based compensation, scheduled reversals of deferred tax liabilities, and tax planning strategies. As such, there is a reasonable possibility that the Company may have sufficient positive evidence in the future to release all or a portion of the valuation allowance it recorded against its deferred tax assets. The release of all, or a portion, of the valuation allowance would result in the recognition of certain deferred tax assets and may result in a material decrease to income tax expense for the period the release is recorded. The valuation allowance totaled $ 2.7 billion and $ 2.1 billion for the years ended December 31, 2024 and 2023, respectively. The valuation allowance on our net deferred tax assets increased by $ 608.1 million and $ 50.6 million during the years ended December 31, 2024 and 2023, respectively. Such increase was primarily a result of an increase in excess tax benefits from permanent differences related to excess tax benefits from stock-based compensation, partially offset by an increase in income before provision for income taxes in the U.S. Provisions enacted by the 2017 Tax Cuts and Jobs Act related to the capitalization for tax purposes of research and experimental (“R&E”) expenditures became effective on January 1, 2022. All U.S. and foreign based R&E expenditures must be capitalized and amortized over five years and 15 years, respectively. As a result of this enactment, the Company began capitalizing and amortizing R&E expenditures over five years for domestic research and 15 for foreign research rather than expensing these costs as incurred during fiscal year ended December 31, 2022. The Company has recorded a deferred tax asset of $ 504.2 million as of December 31, 2024 compared to $ 214.8 million as of December 31, 2023 related to the capitalization requirement. As of December 31, 2024, the Company had U.S. federal and state net operating losses of approximately $ 5.5 billion and $ 3.2 billion, respectively. As of December 31, 2023, the Company had U.S. federal and state net operating losses of approximately $ 5.0 billion and $ 2.5 billion, respectively. The U.S. federal net operating loss carryforwards will expire at various dates beginning in 2035 through 2037 if not utilized, with the exception of $ 4.8 billion which can be carried forward indefinitely. The state net operating loss carryforwards will expire at various dates beginning in 2025 through 2044 if not utilized. Additionally, as of December 31, 2024, the Company had federal and California research and development credits of approximately $ 426.3 million and $ 122.6 million, respectively. As of December 31, 2023, the Company had federal and California research and development credits of approximately $ 290.1 million and $ 99.5 million, respectively. The federal research and development credits will begin to expire in the years 2027 through 2044 if not utilized and the California research and development credits have no expiration date. Utilization of the net operating losses and research and development credit carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of the net operating loss and research and development credit carryforwards before utilization. As of December 31, 2024, the Company had U.S. federal capital loss carryforwards of $ 351.5 million. As of December 31, 2023, the Company had U.S. federal capital loss carryforwards of $ 324.0 million. The capital loss carryforwards will expire beginning in 2027 if not utilized. As of December 31, 2024, the Company had foreign net operating losses, primarily in the U.K., of approximately $ 946.2 million. As of December 31, 2023, the Company had foreign net operating losses, primarily in the U.K., of approximately $ 464.7 million. These net operating losses can be carried forward indefinitely. As of December 31, 2024, the Company had an immaterial amount of earnings from its wholly-owned foreign subsidiaries indefinitely reinvested outside the U.S. The Company does not intend to repatriate these earnings and, accordingly, the Company does not provide for U.S. income taxes and foreign withholding tax on these earnings. On August 16, 2022, the Inflation Reduction Act was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial income and a 1% excise tax on the value of net share repurchases. The Inflation Reduction Act became effective beginning in fiscal year 2023. Based on the Company’s current analysis of the provisions, the law has not had a material impact on the Company’s consolidated financial statements. 109 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) The Company has considered the impact of the new Organization for Economic Co-operation and Development (“OECD”) global minimum tax provision (“Pillar 2”) rules and has determined that the Pillar 2 rules were applicable to the Company starting January 1, 2024. Based on the Company’s current analysis of Pillar Two provisions, these tax law changes did not have a material impact on the Company’s consolidated financial statements. Uncertain Tax Positions A reconciliation of the gross unrecognized tax benefits consists of the following (in thousands): Years Ended December 31, 2024 2023 2022 Unrecognized tax benefit beginning of year $ 112,016 $ 81,904 $ 65,070 Increases in current year tax positions 39,494 14,346 5,733 Increases in prior year tax positions 2,926 15,766 11,497 Decreases in prior year tax positions — — ( 36 ) Decreases in prior year tax positions due to settlements ( 3,253 ) — ( 360 ) Decreases in prior year tax positions due to lapse of statute of limitations — — — Unrecognized tax benefit end of year $ 151,183 $ 112,016 $ 81,904 As of December 31, 2024, 2023, and 2022, the Company recorded gross unrecognized tax benefits of $ 151.2 million, $ 112.0 million, and $ 81.9 million, respectively, that, if recognized, would not benefit the Company’s effective tax rate due to the valuation allowance that currently offsets deferred tax assets. As of December 31, 2024, no significant increases or decreases are expected to the Company’s uncertain tax positions within the next twelve months. It is the Company’s policy to recognize interest and penalties related to income tax matters in provision for income taxes on the consolidated statements of operations. The Company has recorded immaterial interest and penalties related to uncertain tax positions as of December 31, 2024, 2023, and 2022. The Company files U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitation. The material jurisdictions where the Company is subject to potential examination by tax authorities are the U.S. (federal and state) for tax years 2004 through 2024 and the U.K. for tax years 2017 through 2024. 110 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) 12. Net Earnings (Loss) Per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net earnings (loss) per share attributable to common stockholders (in thousands, except share and per share amounts): As of December 31, 2024 2023 2022 Numerator Net income (loss) attributable to common stockholders for diluted net earnings (loss) per share $ 462,190 $ 209,825 $ ( 373,705 ) Denominator Weighted-average shares used in computing net earnings (loss) per share: Basic 2,250,163 2,147,446 2,063,793 Effect of dilutive shares 200,655 150,481 — Diluted 2,450,818 2,297,927 2,063,793 Net earnings (loss) per share Net earnings (loss) per share attributable to common stockholders: Basic $ 0.21 $ 0.10 $ ( 0.18 ) Diluted $ 0.19 $ 0.09 $ ( 0.18 ) Diluted net earnings (loss) per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. The following outstanding potentially dilutive common stock equivalents have been excluded from the computation of diluted net earnings (loss) per share attributable to common stockholders for the periods presented due to their anti-dilutive effect (in thousands): As of December 31, 2024 2023 2022 Options and SARs issued and outstanding — 162,000 326,913 RSUs and P-RSUs outstanding — 13,245 126,426 Warrants to purchase common stock — — 13,042 Total — 175,245 466,381 As of December 31, 2024, the Company had 6.4 million Time-Vesting SARs outstanding, of which, the maximum number of potentially dilutive Class A common shares upon vesting would be the fraction that equals the maximum appreciation divided by the Company’s Class A common stock price at that time. 13. Segment and Geographic Information The following reporting segment tables reflect the results of the Company’s reportable operating segments consistent with the manner in which the CODM evaluates the performance of each segment and allocates the Company’s resources. The CODM does not evaluate the performance of the Company’s assets on a segment basis for internal management reporting and, therefore, such information is not presented. Contribution is used, in part, to evaluate the performance of, and allocate resources to, each of the segments. A segment’s contribution is calculated as segment revenue less the related costs of revenue and sales and marketing expenses. It excludes certain operating expenses that are not allocated to segments because they are separately managed at the consolidated corporate level, or are noncash costs. These unallocated and noncash costs include stock-based compensation expense, research and development expenses, and general and administrative expenses. 111 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) Financial information for each reportable segment was as follows (in thousands): Years Ended December 31, 2024 2023 2022 Amount % Amount % Amount % Contribution: Government revenue $ 1,569,605 $ 1,222,215 $ 1,071,776 Expenses attributable to government segment ( 621,165 ) ( 497,245 ) ( 451,099 ) Government contribution 948,440 60 % 724,970 59 % 620,677 58 % Commercial revenue 1,295,902 1,002,797 834,095 Expenses attributable to commercial segment ( 524,394 ) ( 482,212 ) ( 419,599 ) Commercial contribution 771,508 60 % 520,585 52 % 414,496 50 % Total contribution $ 1,719,948 60 % $ 1,245,555 56 % $ 1,035,173 54 % The reconciliation of contribution to income (loss) from operations is as follows (in thousands): Years Ended December 31, 2024 2023 2022 Income (loss) from operations $ 310,403 $ 119,966 $ ( 161,201 ) Research and development expenses (1) 342,813 306,560 265,808 General and administrative expenses (1) 375,094 343,126 365,768 Total stock-based compensation expense 691,638 475,903 564,798 Total contribution $ 1,719,948 $ 1,245,555 $ 1,035,173 ————— (1) Excludes stock-based compensation expense. Geographic Information Revenue by geography is based on the customer’s headquarters or agency location at the time of sale. Revenue is as follows (in thousands, except percentages): Years Ended December 31, 2024 2023 2022 Amount % Amount % Amount % Revenue: United States $ 1,900,247 66 % $ 1,378,247 62 % $ 1,161,416 61 % United Kingdom 304,575 11 % 235,257 11 % 220,942 12 % Rest of world (1) 660,685 23 % 611,508 27 % 523,513 27 % Total revenue $ 2,865,507 100 % $ 2,225,012 100 % $ 1,905,871 100 % ————— (1) No other country represented 10 % or more of total revenue for the years ended December 31, 2024 , 2023, or 2022 . 112 Table of Contents Palantir Technologies Inc. Notes to Consolidated Financial Statements (continued) Property and equipment, net is attributed to the Company’s office locations as follows (in thousands, except percentages): As of December 31, 2024 2023 Amount % Amount % Property and equipment, net: United States $ 22,968 58 % $ 28,825 60 % Japan 9,183 23 % 11,440 24 % United Kingdom 5,634 14 % 5,851 12 % Rest of world 1,853 5 % 1,642 4 % Total property and equipment, net $ 39,638 100 % $ 47,758 100 % 14. Intangible Assets Intangible assets subject to amortization that are not fully amortized are as follows (in thousands): Weighted average useful life As of December 31, 2024 As of December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 2.8 $ 10,400 $ ( 4,507 ) $ 5,893 $ 10,400 $ ( 2,427 ) $ 7,973 Reacquired rights 4.8 17,618 ( 5,453 ) 12,165 17,618 ( 2,936 ) 14,682 Backlog 0.0 6,700 ( 6,700 ) — 6,700 ( 3,908 ) 2,792 Other 0.0 4,225 ( 4,225 ) — 4,225 ( 3,770 ) 455 Total intangible assets $ 38,943 $ ( 20,885 ) $ 18,058 $ 38,943 $ ( 13,041 ) $ 25,902 Amortization expense of intangible assets was $ 7.8 million and $ 9.6 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in thousands): Year ended December 31, Amount 2025 $ 4,597 2026 4,597 2027 4,250 2028 2,517 2029 2,097 Thereafter — Total $ 18,058 15. Related Party Transactions Alexander Karp, the Company’s Chief Executive Officer, flies on non-commercial aircraft for business and personal travel. In the fiscal year 2024, Mr. Karp began to use an aircraft beneficially owned by him (the “Executive Aircraft”) for such travel. During the year ended December 31, 2024, the Company incurred expenses related to the use of the Executive Aircraft of $ 7.7 million. 113 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.