[Form 4] Palantir Technologies Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey Buckley, Chief Accounting Officer of Palantir Technologies Inc. (PLTR), reported a grant of 13,388 stock appreciation rights (SARs) on 09/21/2025. The award vests in service-based installments of 1/36th beginning in February 2026 and each quarter thereafter, subject to the Reporting Person remaining a service provider. SARs that satisfy the service conditions become exercisable only during a limited window in November 2034 and then only if Palantir's stock price exceeds $183. The SARs have a maximum appreciation value of $267, and the maximum aggregate number of Class A shares issuable upon exercise is approximately 7,943. Following the reported transaction, the Form 4 shows 7,943 shares of Class A Common Stock beneficially owned and the SARs are held directly. The filing was signed under power of attorney on 09/23/2025.

Positive

• SARs include both service-based and stock-price performance conditions, aligning executive incentives with retention and shareholder value.
• Vesting schedule (1/36th beginning Feb 2026 quarterly) provides a clear, long-term retention mechanism.

Negative

• Exercisability limited to a single window in November 2034 and contingent on stock price > $183, making near-term realization unlikely.
• Maximum issuable shares (~7,943) depend on capped appreciation value, which could limit upside compared with uncapped awards.

Insights

Financial Analyst

TL;DR: Routine performance-linked equity award with long vesting/exercise conditions aligned to retention and stock-price performance.

This Form 4 discloses a non-cash equity compensation event: 13,388 SARs granted to the Chief Accounting Officer with service-based vesting (1/36th starting Feb 2026 quarterly) and a stock-price trigger for exercisability (only in a limited November 2034 window if PLTR > $183). The SARs carry a capped appreciation value of $267 resulting in ~7,943 shares at maximum exercise. For modeling compensation expense, recognize service vesting over the stated schedule and treat exercisability as highly contingent until the price condition and the distant exercise window occur.

Corporate Governance Expert

TL;DR: Grant structure emphasizes long-term retention and pay-for-performance through time and price conditions.

The award combines time-based vesting with a material stock-price hurdle and a single future exercise window, which is consistent with governance practices that tie executive pay to long-term shareholder value. The direct ownership disclosure and clear description of vesting/exercise conditions meet Section 16 reporting standards. There are no disclosures here of other holdings or earlier grants; this Form 4 is narrowly focused on the described SAR award.

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

OMB APPROVAL

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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^*

Buckley Jeffrey

(Last) (First) (Middle)

C/O PALANTIR TECHNOLOGIES INC.

1200 17TH STREET, FLOOR 15

(Street)

DENVER CO 80202

(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)
09/21/2025

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

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
Stock Appreciation Rights	$183	09/21/2025		A		13,388		(1)	(1)	Class A Common Stock	7,943	$0	13,388	D

Explanation of Responses:

1. Represents stock appreciation rights ("SARs") that are subject to service-based and stock price-based requirements. 1/36th of the total SARs subject to the award will satisfy the service-based requirement in February 2026 and each quarter thereafter (subject to the Reporting Person continuing as a service provider through the applicable dates). The SARs that satisfy the service conditions become exercisable during a limited window in November 2034, and only if the Company's stock price exceeds $183 at that time. The SARs have a maximum appreciation value of $267 such that the maximum aggregate number of shares of Class A Common Stock issuable upon exercise is approximately 7,943.

Remarks:

Officer title: Chief Accounting 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.

	/s/ Justin V. Laubach, under power of attorney	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did PLTR insider Jeffrey Buckley report on Form 4?

He reported a grant of 13,388 stock appreciation rights (SARs) on 09/21/2025 with specified vesting and exercise conditions.

How many Class A shares could be issued upon exercise of the SARs?

The SARs have a maximum aggregate number of Class A shares issuable of approximately 7,943 if maximum appreciation conditions are met.

When do the SARs vest and become exercisable?

Service-based vesting occurs 1/36th starting February 2026 and each quarter thereafter; exercisability occurs only in a limited window in November 2034 and only if the stock price exceeds $183.

What is the price condition tied to these SARs?

The SARs become exercisable only if Palantir's stock price exceeds $183 during the limited November 2034 exercise window; the SARs have a maximum appreciation value of $267.

How is ownership described following the transaction?

The Form 4 shows 7,943 shares of Class A Common Stock beneficially owned following the reported transaction and indicates direct ownership.