Palantir (NYSE: PLTR) executive reports RSU vesting, conversions and share sales

Rhea-AI Filing Summary

Palantir Technologies executive Shyam Sankar reported a mix of equity awards vesting, share conversions, and related sales. On February 20, 2026, he acquired rights to 375,000 Restricted Stock Units (RSUs), each representing one share of Class B Common Stock, which became fully vested that day. He converted 168,004 Class B shares into 168,004 Class A shares and then sold those Class A shares in multiple open-market transactions to cover required tax withholding obligations, under a Rule 10b5-1 trading plan, at weighted-average prices in ranges between approximately $131.34 and $136.14. After these transactions, he directly held 642,786 Class A shares and 3,489,112 Class B shares, along with 375,000 RSUs, and also had indirect holdings of 749,899 Class A shares through a remainder trust, for which he disclaims beneficial ownership except for his pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sankar Shyam

(Last) (First) (Middle)

C/O PALANTIR TECHNOLOGIES INC.

19505 BISCAYNE BOULEVARD, SUITE 2350

(Street)

AVENTURA FL 33180

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Palantir Technologies Inc. [ PLTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/20/2026		C(1)		168,004	A	(2)	810,790	D
Class A Common Stock	02/20/2026		S(1)		16,630	D	$132.0346(3)	794,160	D
Class A Common Stock	02/20/2026		S(1)		51,831	D	$132.862(4)	742,329	D
Class A Common Stock	02/20/2026		S(1)		43,685	D	$133.7565(5)	698,644	D
Class A Common Stock	02/20/2026		S(1)		46,188	D	$134.8296(6)	652,456	D
Class A Common Stock	02/20/2026		S(1)		9,670	D	$135.7252(7)	642,786	D
Class A Common Stock								749,899	I	See Footnote(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(9)	02/20/2026		M(1)			375,000	(10)	05/20/2026	Class B Common Stock(2)	375,000	$0	375,000	D
Class B Common Stock(2)	(2)	02/20/2026		M(1)		375,000		(2)	(2)	Class A Common Stock	375,000	$0	3,657,116	D
Class B Common Stock(2)	(2)	02/20/2026		C(1)			168,004	(2)	(2)	Class A Common Stock	168,004	$0	3,489,112	D

Explanation of Responses:

1. This transaction is part of a related series of transactions. The Reporting Person acquired rights to 375,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on February 20, 2026, converted 168,004 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on February 20, 2026. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on February 20, 2026 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan.

2. The 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.

3. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $131.34 to $132.33. 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.

4. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $132.34 to $133.3361. 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.

5. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $133.34 to $134.3303. 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.

6. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $134.34 to $135.33. 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.

7. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $135.34 to $136.14. 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.

8. These shares are held of record by Shyam Sankar, Co-Trustee of the Sankar Irrevocable Remainder Trust u/a/d 4/20/2020 (the "Remainder Trust"). These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules. The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein.

9. These 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.

10. The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.

Remarks:

Officer title: Chief Technology Officer and Executive Vice President. 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 25, 2025, including under the heading "Security Ownership Of Certain Beneficial Owners And Management" (subject to the definitions, explanations, and time periods described therein).

	/s/ Justin V. Laubach, under power of attorney	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Shyam Sankar report for Palantir (PLTR)?

Shyam Sankar reported RSU vesting, share conversions, and related sales. He received 375,000 RSUs, converted 168,004 Class B shares into Class A, then sold those 168,004 Class A shares in multiple open-market trades primarily to satisfy tax withholding obligations.

How many Palantir (PLTR) shares did Shyam Sankar sell on February 20, 2026?

He sold 168,004 shares of Palantir Class A Common Stock. The shares were sold in several open-market transactions at weighted-average prices within ranges from about $131.34 to $136.14, primarily to cover tax withholding tied to RSU vesting on that date.

What RSU awards and conversions did Shyam Sankar receive in this Palantir (PLTR) Form 4?

He acquired rights to 375,000 Restricted Stock Units, each representing one share of Class B Common Stock. On the same date, 168,004 Class B shares were converted into 168,004 Class A shares, which were then sold to meet required tax withholding obligations from the vesting.

How many Palantir (PLTR) shares does Shyam Sankar hold after these transactions?

After the transactions, he directly held 642,786 shares of Class A Common Stock, 3,489,112 shares of Class B Common Stock, and 375,000 RSUs. He also had indirect holdings of 749,899 Class A shares through a remainder trust, with beneficial ownership disclaimed except for pecuniary interest.

Were Shyam Sankar’s Palantir (PLTR) share sales part of a trading plan?

Yes. The sales of 168,004 Class A shares were automatic sales executed to cover required tax withholding obligations. They were conducted in compliance with Shyam Sankar’s Rule 10b5-1 trading plan associated with the RSU vesting that occurred on February 20, 2026.

What does the remainder trust holding Palantir (PLTR) shares mean for Shyam Sankar?

749,899 Class A shares are held by the Sankar Irrevocable Remainder Trust, where he is a co-trustee. These shares were not transacted in this period, and he disclaims beneficial ownership except to the extent of his pecuniary interest in the trust.