SEC Form 4 · accession 0001823951-26-000009
Palantir Technologies Inc. · PLTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexander C. Karp
Officer — See Remarks · Director
Period of report
Aug 20, 2026
Accepted (ET)
Aug 24, 2026 · 8:02 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001321655
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Aug 20, 2026 | C | 402,348 | — | A | 6,834,606 | D | |
| Class A Common StockF3 | Aug 20, 2026 | S | 11,378 | $172.6542 | D | 6,823,228 | D | |
| Class A Common StockF4 | Aug 20, 2026 | S | 19,493 | $173.7864 | D | 6,803,735 | D | |
| Class A Common StockF5 | Aug 20, 2026 | S | 306,544 | $174.8455 | D | 6,497,191 | D | |
| Class A Common StockF6 | Aug 20, 2026 | S | 63,629 | $175.4185 | D | 6,433,562 | D | |
| Class A Common StockF7 | Aug 20, 2026 | S | 1,304 | $176.3133 | D | 6,432,258 | D | |
| Class A Common StockF2 | Aug 20, 2026 | C | 90,000 | — | A | 6,522,258 | D | |
| Class A Common StockF9 | Aug 20, 2026 | S | 4,200 | $172.6597 | D | 6,518,058 | D | |
| Class A Common StockF10 | Aug 20, 2026 | S | 11,602 | $173.845 | D | 6,506,456 | D | |
| Class A Common StockF11 | Aug 20, 2026 | S | 62,498 | $174.7299 | D | 6,443,958 | D | |
| Class A Common StockF12 | Aug 20, 2026 | S | 11,200 | $175.4821 | D | 6,432,758 | D | |
| Class A Common StockF13 | Aug 20, 2026 | S | 500 | $176.302 | D | 6,432,258 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF14,F15,F2 | — | Aug 20, 2026 | M | 877,500 | D | — | May 20, 2031 | Class B Common Stock | 877,500 | 16,672,500 | D |
| Class B Common StockF2 | — | Aug 20, 2026 | M | 877,500 | A | — | — | Class A Common Stock | 877,500 | 52,887,749 | D |
| Restricted Stock UnitsF16,F15,F2 | — | Aug 20, 2026 | M | 97,500 | D | — | May 20, 2031 | Class B Common Stock | 97,500 | 1,852,500 | D |
| Class B Common StockF2 | — | Aug 20, 2026 | M | 97,500 | A | — | — | Class A Common Stock | 97,500 | 52,985,249 | D |
| Class B Common StockF2 | — | Aug 20, 2026 | C | 402,348 | D | — | — | Class A Common Stock | 402,348 | 52,582,901 | D |
| Class B Common StockF2 | — | Aug 20, 2026 | C | 90,000 | D | — | — | Class A Common Stock | 90,000 | 52,492,901 | D |
Explanation of responses
- F1This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on August 20, 2026, converted 402,348 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on August 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on August 20, 2026 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan.
- F10This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $173.21 to $174.20. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (9) through (13) for sales executed in price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
- F11This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $174.21 to $175.20. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (9) through (13) for sales executed in price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
- F12This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $175.21 to $176.18. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (9) through (13) for sales executed in price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
- F13This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $176.26 to $176.33. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (9) through (13) for sales executed in price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
- F14These securities are RSUs granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
- F15The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.
- F16These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
- F2The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.
- F3This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $172.19 to $173.13. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
- F4This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $173.21 to $174.20. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
- F5This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $174.21 to $175.208. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
- F6This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $175.21 to $176.19. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
- F7This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $176.28 to $176.37. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (7) for sales executed in price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
- F8This transaction is part of a related series of transactions undertaken on August 20, 2026 pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on March 12, 2026. The Reporting Person converted 90,000 shares of Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock in the open market.
- F9This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $172.19 to $173.09. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (9) through (13) for sales executed in price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
Remarks
Officer title: Chief Executive Officer. This Form 4 has been compiled based on applicable requirements to reflect the specific transactions described herein and is not intended to disclose or describe all shares and/or other equity securities owned or beneficially held by the Reporting Person. For additional details regarding the Reporting Person's overall stock and equity holdings, please see the Issuer's Proxy Statement filed with the Securities and Exchange Commission on April 24, 2026, including under the heading "Security Ownership Of Certain Beneficial Owners And Management" (subject to the definitions, explanations, and time periods described therein).