Palantir Technologies Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our principal executive officer and principal financial officer and oversight of the Board of Directors, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which is included in Part II, Item 8, “Financial Statements and Supplementary Data”, of this Annual Report on Form 10-K. Changes in Internal Controls Over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on the Effectiveness of Controls The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting. ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Arrangements During the quarter ended December 31, 2024, the following directors and officers, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows: 114 Table of Contents On November 22, 2024 , Alexander Moore , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 240,000 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The duration of the trading arrangement is until February 27, 2026 , or earlier, upon the completion or expiration of all transactions subject to the trading arrangement. On November 22, 2024 , Alexander Karp , our Chief Executive Officer and a member of our Board of Directors , terminated a Rule 10b5-1 trading arrangement, which was previously adopted on December 12, 2023 and intended to satisfy the affirmative defense of Rule 10b5-1(c). For additional details about the material terms of this arrangement, refer to the description under the heading “Rule 10b5-1 Trading Arrangements” contained in Part II, Item 9B. Other Information of our Annual Report on Form 10-K for the year ended December 31, 2023 , which is incorporated herein by reference. On December 11, 2024 , Mr. Karp adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 9,975,000 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions, less any shares to be withheld and/or sold to satisfy applicable tax withholdings. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The duration of the trading arrangement is until September 12, 2025 , or earlier, upon the completion or expiration of all transactions subject to the trading arrangement. On December 11, 2024 , Stephen Cohen , our President, Secretary, and a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 4,060,000 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The duration of the trading arrangement is until September 12, 2025 , or earlier, upon the completion or expiration of all transactions subject to the trading arrangement. During the quarter ended December 31, 2024, no other directors or officers, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408. Departure of Chief Accounting Officer; Designation of Interim “Principal Accounting Officer” We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). On February 12, 2025, Heather Planishek, Chief Accounting Officer, announced her decision to step down from her position as Chief Accounting Officer, effective as of the end of the day on February 24, 2025. Her resignation was not the result of any disagreement with the Company on any matter relating to the Company’s financial statements, internal controls, operations, policies, or practices. Beginning on February 25, 2025, Ms. Planishek is expected to continue as an advisor to the Company for a period of time to assist with the transition. In connection with Ms. Planishek’s resignation, David Glazer, the Company’s Chief Financial Officer and Treasurer, will assume the responsibilities of principal accounting officer on an interim basis, effective February 25, 2025. Mr. Glazer’s biographical information is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2024 , and such information is incorporated herein by reference. No new compensatory arrangements will be entered into with Mr. Glazer in connection with his designation as the Company’s interim principal accounting officer. There are no family relationships between Mr. Glazer and any other director or executive officer of Palantir, and no transactions involving Mr. Glazer that would require disclosure under Item 404(a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III 115 Table of Contents ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information called for by this item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 (“Proxy Statement”) and is incorporated herein by reference. Our Board of Directors has adopted a code of conduct that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our code of conduct is posted on the investor relations page on our website, which is located at https://investors.palantir.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above. We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of Palantir’s securities that applies to all officers, directors, and employees of Palantir and its subsidiaries. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as applicable listing standards. A copy of Palantir’s Insider Trading Policy is filed as Exhibit 19.1 to this report. ITEM 11. EXECUTIVE COMPENSATION The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information, if any, required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) We have filed the following documents as part of this Annual Report on Form 10-K: 1. Financial Statements See Index under Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules Schedules not listed above have been omitted because they are not required, because they are not applicable, or because the required information is otherwise included. 3. Exhibits The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below. Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Amended and restated certificate of incorporation of the registrant. 8-K 001-39540 3.1 December 28, 2022 116 Table of Contents Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date 3.2 Amended and restated bylaws of the registrant. 8-K 001-39540 3.2 December 28, 2022 4.1 Form of Class A common stock certificate of the registrant. S-1 333-248413 4.1 August 25, 2020 4.2 * Description of Capital Stock of Palantir Technologies Inc. 9.1 Founder Voting Agreement. S-1/A 333-248413 9.1 September 21, 2020 9.2 Founder Voting Trust Agreement. S-1/A 333-248413 9.2 September 18, 2020 10.1+ Form of Indemnification Agreement between the registrant and each of its directors and executive officers. S-1 333-248413 10.1 September 9, 2020 10.2 Amendment No. 13 to Revolving Credit Agreement and Incremental Agreement, dated as of July 1, 2022, among the registrant, Palantir USG, Inc., the lenders party thereto, and Wells Fargo Bank, National Association (in its capacity as successor-in-interest to Morgan Stanley Senior Funding, Inc.), as Administrative Agent (including the Credit Agreement, dated as of October 7, 2014, as amended and restated). 8-K 001-39540 10.1 July 1, 2022 10.3+ Palantir Technologies Inc. 2020 Equity Incentive Plan and related form agreements. 10-Q 001-39540 10.1 November 5, 2024 10.4+ Palantir Technologies Inc. Amended 2010 Equity Incentive Plan and related form agreements. S-1/A 333-248413 10.4 September 3, 2020 10.5+ Palantir Technologies Inc. 2020 Executive Equity Incentive Plan. S-1/A 333-248413 10.7 September 9, 2020 10.6+ Palantir Technologies Inc. Outside Director Compensation Policy. S-1/A 333-248413 10.8 September 14, 2020 10.7+ Employee Incentive Compensation Plan. S-1/A 333-248413 10.9 September 14, 2020 10.8+ Security Program Continuation Agreement between the registrant and Alexander Karp dated June 5, 2019. S-1/A 333-248413 10.10 September 14, 2020 19.1 * Insider Trading Policy 21.1 List of subsidiaries of Palantir Technologies Inc. 10-K 001-39540 21.1 February 21, 2023 23.1* Consent of Independent Registered Public Accounting Firm. 24.1* Power of Attorney (included in signature page hereto) 31.1* Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 † * Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Compensation Recovery Policy 10-K 001-39540 97.1 February 20, 2024 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 117 Table of Contents Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104.1* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed Herewith + Indicates a management contract or compensatory plan or arrangement † The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. ITEM 16. FORM 10-K SUMMARY None. 118 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PALANTIR TECHNOLOGIES INC. Date: February 18, 2025 By: /s/ Alexander C. Karp Alexander C. Karp Chief Executive Officer ( Principal Executive Officer ) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alexander C. Karp, Stephen Cohen, and David Glazer, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 119 Table of Contents Signature Title Date /s/ Alexander C. Karp Alexander C. Karp Chief Executive Officer and Director ( Principal Executive Officer ) February 18, 2025 /s/ Stephen Cohen Stephen Cohen President and Director February 18, 2025 /s/ David Glazer David Glazer Chief Financial Officer ( Principal Financial Officer ) February 18, 2025 /s/ Heather Planishek Heather Planishek Chief Accounting Officer (Principal Accounting Officer ) February 18, 2025 /s/ Lauren Friedman Stat Lauren Friedman Stat Director February 18, 2025 /s/ Alexander Moore Alexander Moore Director February 18, 2025 /s/ Alexandra Schiff Alexandra Schiff Director February 18, 2025 /s/ Peter Thiel Peter Thiel Director February 18, 2025 /s/ Eric Woersching Eric Woersching Director February 18, 2025 120