Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the quarter ended March 31, 2025, the following officers and directors, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:
On March 7, 2025 , Shyam Sankar , our Chief Technology Officer and Executive Vice President , terminated a Rule 10b5-1 trading arrangement, which was previously adopted on August 29, 2024 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 5. Other Information of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 , which is incorporated herein by reference.
On March 10, 2025 , 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 11, 2024 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
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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, 2024 , which is incorporated herein by reference.
On March 10, 2025 , Eric Woersching , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 27,214 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The duration of the trading arrangement is until December 31, 2025 , or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
On March 11, 2025 , Mr. Sankar adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 1,620,000 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 March 31, 2026 , or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
On March 12, 2025 , Ryan Taylor , our Chief Revenue Officer and Chief Legal Officer , 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 168,766 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The duration of the trading arrangement is until December 31, 2025 , or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
On March 12, 2025 , David Glazer , our Chief Financial Officer and Treasurer , adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 197,138 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The duration of the trading arrangement is until December 31, 2025 , or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.
During the quarter ended March 31, 2025, 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.
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ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit Number Description Form File No. Exhibit Filing Date
31.1*
Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*†
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.1* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed Herewith
† The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PALANTIR TECHNOLOGIES INC.
Date: May 5, 2025
By:
/s/ Alexander C. Karp
Alexander C. Karp
Chief Executive Officer
( Principal Executive Officer )
Date: May 5, 2025
By:
/s/ David Glazer
David Glazer
Chief Financial Officer
( Principal Financial Officer )
Date: May 5, 2025
By:
/s/ Jeffrey Buckley
Jeffrey Buckley
Chief Accounting Officer
( Principal Accounting Officer )
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.