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

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

Securities Analyst

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.

Corporate Governance Expert

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

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^*

Cohen Stephen Andrew

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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
Class A Common Stock	08/20/2025		C(1)		191,720	A	(2)	192,312	D
Class A Common Stock	08/20/2025		S(1)		6,470	D	$143.123(3)	185,842	D
Class A Common Stock	08/20/2025		S(1)		5,418	D	$143.8084(4)	180,424	D
Class A Common Stock	08/20/2025		S(1)		5,443	D	$144.8738(5)	174,981	D
Class A Common Stock	08/20/2025		S(1)		15,117	D	$146.0497(6)	159,864	D
Class A Common Stock	08/20/2025		S(1)		8,195	D	$146.926(7)	151,669	D
Class A Common Stock	08/20/2025		S(1)		4,956	D	$148.0661(8)	146,713	D
Class A Common Stock	08/20/2025		S(1)		12,420	D	$149.0415(9)	134,293	D
Class A Common Stock	08/20/2025		S(1)		13,823	D	$149.9274(10)	120,470	D
Class A Common Stock	08/20/2025		S(1)		3,973	D	$151.0535(11)	116,497	D
Class A Common Stock	08/20/2025		S(1)		11,043	D	$152.0545(12)	105,454	D
Class A Common Stock	08/20/2025		S(1)		25,972	D	$153.1201(13)	79,482	D
Class A Common Stock	08/20/2025		S(1)		43,497	D	$154.1581(14)	35,985	D
Class A Common Stock	08/20/2025		S(1)		24,411	D	$154.8895(15)	11,574	D
Class A Common Stock	08/20/2025		S(1)		10,982	D	$156.1132(16)	592	D
Class A Common Stock	08/21/2025		C(1)		160,164	A	(2)	160,756	D
Class A Common Stock	08/21/2025		S(1)		8,270	D	$154.5119(17)	152,486	D
Class A Common Stock	08/21/2025		S(1)		82,824	D	$155.5261(18)	69,662	D
Class A Common Stock	08/21/2025		S(1)		67,474	D	$156.1518(19)	2,188	D
Class A Common Stock	08/21/2025		S(1)		1,596	D	$157.175(20)	592	D

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	(21)	08/20/2025		M(1)			675,000	(22)	05/20/2026	Class B Common Stock(2)	675,000	$0	2,025,000	D
Class B Common Stock(2)	(2)	08/20/2025		M(1)		675,000		(2)	(2)	Class A Common Stock	675,000	$0	13,208,681	D
Class B Common Stock(2)	(2)	08/20/2025		C(1)			191,720	(2)	(2)	Class A Common Stock	191,720	$0	13,016,961	D
Class B Common Stock(2)	(2)	08/21/2025		C(1)			160,164	(2)	(2)	Class A Common Stock	160,164	$0	12,856,797	D

Explanation of Responses:

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.

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 $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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

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

Remarks:

Officer title: President and Secretary. 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	08/22/2025
	** 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.
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FAQ

What did the Form 4 filing for PLTR disclose?

The filing discloses 675,000 RSUs vested for Stephen A. Cohen on 08/20/2025, conversion of Class B to Class A, and open-market sales of 351,884 Class A shares on 08/20-08/21/2025 to cover tax withholding.

How many shares were sold by the insider in the PLTR Form 4?

351,884 Class A shares were sold across August 20-21, 2025 as reported (aggregate of the tranche sales listed).

Why were the shares sold according to the filing?

The shares were sold automatically to satisfy required tax withholding obligations in connection with the RSU vesting event.

What price range were the PLTR insider sales executed at?

Reported tranche price ranges span approximately $142.46 to $157.56; weighted-average prices per tranche are shown in the filing.

Did the filing indicate loss of control or major change in ownership for PLTR?

No such indication is stated. The filing reports reductions in Class A holdings but also confirms Class B remains convertible 1-for-1 and references prior proxy disclosure for total ownership context.