Palantir (PLTR) Form 4: Executive RSU Vesting, Conversion, and Market Sales
Rhea-AI Filing Summary
Palantir insider filings show incremental RSU vesting and automatic sales to cover taxes. Stephen A. Cohen, listed as Director and Officer (President and Secretary), received rights to 675,000 Class B shares from RSU vesting on August 20, 2025 and converted and sold a total of 351,884 Class A shares across August 20-21, 2025. The sales were executed in multiple open-market tranches at weighted-average prices reported by tranche (ranging broadly from about $142.46 to $157.56). After these transactions, the filing reports remaining beneficial ownership in both Class A and Class B shares (Class A balances declining as shown). The filing states the Class B shares convert 1-for-1 to Class A and that the sold shares were automatic sales to satisfy tax withholding.
Positive
- Transactions disclosed transparently: filing provides tranche-level weighted-average prices and an explanation that sales were for tax withholding.
- Compliance with Section 16 rules: Form 4 filed and signed under power of attorney; conversion mechanics and RSU plan referenced.
Negative
- Material share reductions: Reported sale of 351,884 Class A shares reduced direct Class A holdings, which may change short-term ownership metrics.
- Limited per-trade detail in the table: Filing provides weighted-average prices and ranges but defers exact per-trade quantities to requests, reducing immediate transparency.
Insights
TL;DR: Significant automatic sales following RSU vesting reduced reported Class A holdings; transactions were tax-withholding driven, not indicated as discretionary divestment.
The filing documents the incremental vesting of 675,000 RSUs and immediate conversion and sale of 351,884 Class A shares in open-market tranches on August 20-21, 2025 to satisfy tax-withholding. Sales spanned prices from roughly $142.46 to $157.56 with tranche-level weighted averages disclosed. From a market-impact perspective, these were routine insider vesting-related sales rather than selective large-position disposals. The disclosure includes an undertaking to supply per-trade breakdowns on request, preserving traceability. Impact on ownership is measurable but not shown as relinquishing control; Class B remains convertible 1-for-1 to Class A.
TL;DR: Filing follows standard disclosure for RSU vesting and tax-withholding sales; governance compliance appears met.
The Form 4 notes the officer title and explains the transactions were part of a related series tied to RSU vesting, with automatic sales for tax withholding. The report cites conversion mechanics (Class B convertible 1-for-1 to Class A) and references prior proxy disclosures for fuller ownership context. Signature executed by power of attorney is included. Documentation aligns with Section 16 reporting requirements; no indication of atypical timing, related-party issues, or deviation from plan-based withholding actions is provided in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 160,164 | $0.00 | -- |
| Conversion | Class A Common Stock | 160,164 | $0.00 | -- |
| Sale | Class A Common Stock | 8,270 | $154.5119 | $1.28M |
| Sale | Class A Common Stock | 82,824 | $155.5261 | $12.88M |
| Sale | Class A Common Stock | 67,474 | $156.1518 | $10.54M |
| Sale | Class A Common Stock | 1,596 | $157.175 | $251K |
| Exercise | Restricted Stock Units | 675,000 | $0.00 | -- |
| Exercise | Class B Common Stock | 675,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 191,720 | $0.00 | -- |
| Conversion | Class A Common Stock | 191,720 | $0.00 | -- |
| Sale | Class A Common Stock | 6,470 | $143.123 | $926K |
| Sale | Class A Common Stock | 5,418 | $143.8084 | $779K |
| Sale | Class A Common Stock | 5,443 | $144.8738 | $789K |
| Sale | Class A Common Stock | 15,117 | $146.0497 | $2.21M |
| Sale | Class A Common Stock | 8,195 | $146.926 | $1.20M |
| Sale | Class A Common Stock | 4,956 | $148.0661 | $734K |
| Sale | Class A Common Stock | 12,420 | $149.0415 | $1.85M |
| Sale | Class A Common Stock | 13,823 | $149.9274 | $2.07M |
| Sale | Class A Common Stock | 3,973 | $151.0535 | $600K |
| Sale | Class A Common Stock | 11,043 | $152.0545 | $1.68M |
| Sale | Class A Common Stock | 25,972 | $153.1201 | $3.98M |
| Sale | Class A Common Stock | 43,497 | $154.1581 | $6.71M |
| Sale | Class A Common Stock | 24,411 | $154.8895 | $3.78M |
| Sale | Class A Common Stock | 10,982 | $156.1132 | $1.71M |
Footnotes (1)
- This transaction is part of a related series of transactions. The Reporting Person acquired rights to 675,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on August 20, 2025, converted 191,720 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, 2025 and then converted 160,164 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 21, 2025. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on August 20, 2025. 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $142.46 to $143.44. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $143.46 to $144.2206. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $144.4667 to $145.43. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $145.49 to $146.4881. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $146.49 to $147.47. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $147.52 to $148.49. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $148.52 to $149.51. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $149.52 to $150.51. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $150.54 to $151.5232. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $151.55 to $152.52. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $152.58 to $153.5752. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $153.58 to $154.5799. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $154.58 to $155.57. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $155.58 to $156.36. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) through (16) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $153.90 to $154.88. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (17) through (20) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $154.90 to $155.89. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (17) through (20) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $155.90 to $156.86. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (17) through (20) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $156.92 to $157.56. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (17) through (20) 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. 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. The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.