Palantir CTO Shyam Sankar converts and sells 375k shares in planned trades

Rhea-AI Filing Summary

Palantir Technologies executive Shyam Sankar, Chief Technology Officer and Executive Vice President, exercised 375,000 vested Class B stock options on August 20, 2025 and converted the resulting Class B shares into Class A shares, then sold the converted shares in multiple open-market transactions executed under a preexisting Rule 10b5-1 trading plan entered March 11, 2025. The Form 4 details a series of sales at weighted average prices reported in price bands from about $142.41 to $156.35 per share, reducing his direct Class A holdings from 1,077,786 to as low as 702,786 shares across reported line items, while 749,899 shares are reported indirectly as held in a trust where he is co-trustee.

Positive

• Exercise of 375,000 vested options indicates the options were fully vested and exercisable on the transaction date
• Transactions executed under a Rule 10b5-1 plan, entered March 11, 2025, which provides an affirmative defense and preplanned execution
• Detailed price bands and disclosure offered for the multiple open-market sales, with willingness to provide per-trade details upon request

Negative

• Substantial open-market sales totaling 375,000 converted shares were executed the same day, materially reducing direct reported holdings across line items
• Direct beneficial ownership reported drops in the filing lines (for example from 1,077,786 to as low as 702,786 in reported items), indicating notable insider liquidity

Insights

Securities Analyst

TL;DR: Insider exercised 375,000 vested options and executed large, preplanned open-market sales under a 10b5-1 plan; market impact appears routine.

The filing shows exercise and immediate conversion of 375,000 Class B options followed by staged open-market sales across multiple price bands on the same date under a Rule 10b5-1 plan. The use of a preexisting plan reduces information asymmetry about timing. Reported weighted average prices span roughly $142.41 to $156.35, and reported direct beneficial ownership lines decline from 1,077,786 to 702,786 shares across line items, with 749,899 shares held indirectly in a trust. These are sizeable transactions in absolute terms but are documented as planned and vested option exercises, not opportunistic unplanned disposals.

Corporate Governance Expert

TL;DR: Form 4 documents compliant, rule-based insider selling and provides required disclosure of holdings and trust ownership.

The disclosure identifies the officer role and cites a 10b5-1 trading plan entered March 11, 2025, which supports the affirmative defense under Rule 10b5-1(c). The Form also discloses shares held of record by a Remainder Trust and includes the standard undertaking to provide detailed sale price breakdowns upon request. The filing is comprehensive in execution detail and includes a power-of-attorney signature, aligning with regulatory filing norms for material insider transactions.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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.

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)
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)		375,000	A	(2)	1,077,786	D
Class A Common Stock	08/20/2025		S(1)		13,109	D	$143.0363(3)	1,064,677	D
Class A Common Stock	08/20/2025		S(1)		10,596	D	$143.7488(4)	1,054,081	D
Class A Common Stock	08/20/2025		S(1)		14,530	D	$144.937(5)	1,039,551	D
Class A Common Stock	08/20/2025		S(1)		31,141	D	$146.0975(6)	1,008,410	D
Class A Common Stock	08/20/2025		S(1)		16,974	D	$147.0062(7)	991,436	D
Class A Common Stock	08/20/2025		S(1)		12,721	D	$148.18(8)	978,715	D
Class A Common Stock	08/20/2025		S(1)		21,753	D	$149.0863(9)	956,962	D
Class A Common Stock	08/20/2025		S(1)		31,587	D	$149.9403(10)	925,375	D
Class A Common Stock	08/20/2025		S(1)		9,370	D	$151.1049(11)	916,005	D
Class A Common Stock	08/20/2025		S(1)		27,628	D	$152.1536(12)	888,377	D
Class A Common Stock	08/20/2025		S(1)		53,219	D	$153.1427(13)	835,158	D
Class A Common Stock	08/20/2025		S(1)		58,739	D	$154.1659(14)	776,419	D
Class A Common Stock	08/20/2025		S(1)		28,360	D	$155.0686(15)	748,059	D
Class A Common Stock	08/20/2025		S(1)		45,273	D	$156.0178(16)	702,786	D
Class A Common Stock								749,899	I	See Footnote(17)

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
Employee Stock Option (Right to buy)	$11.38	08/20/2025		M(1)			375,000	(18)	08/20/2032	Class B Common Stock(2)	375,000	$0	1,125,000	D
Class B Common Stock(2)	$11.38	08/20/2025		M(1)		375,000		(2)	(2)	Class A Common Stock	375,000	$0	3,276,853	D
Class B Common Stock(2)	(2)	08/20/2025		C(1)			375,000	(2)	(2)	Class A Common Stock	375,000	$0	2,901,853	D

Explanation of Responses:

1. This transaction is part of a related series of transactions undertaken on August 20, 2025 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 11, 2025. The Reporting Person exercised 375,000 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock in the open market.

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 $142.405 to $143.39. 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 $143.405 to $144.30. 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 $144.495 to $145.485. 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 $145.50 to $146.485. 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 $146.50 to $147.48. 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 $147.545 to $148.54. 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 $148.55 to $149.545. 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 $149.55 to $150.49. 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.

11. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $150.59 to $151.57. 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.

12. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $151.60 to $152.58. 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 $152.64 to $153.63. 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 $153.65 to $154.625. 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 $154.65 to $155.63. 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 $155.65 to $156.345. 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. 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.

18. The options exercised in this transaction were fully vested and exercisable 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	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.
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 Shyam Sankar do on August 20, 2025?

He exercised 375,000 vested Class B options, converted the shares to Class A, and sold the converted Class A shares in multiple open-market transactions under a Rule 10b5-1 plan.

Were these sales part of a preplanned program for PLTR insider trading?

Yes. The Form 4 states the transactions were made pursuant to a preexisting Rule 10b5-1 trading plan entered on March 11, 2025.

At what prices were the PLTR shares sold?

Sales occurred in multiple price bands ranging approximately from $142.41 to $156.35 per share; the filing reports weighted average prices for grouped trades and offers to provide per-trade detail upon request.

How many PLTR shares does Shyam Sankar report indirectly holding in a trust?

He reports 749,899 shares held of record by the Sankar Irrevocable Remainder Trust, of which he is Co-Trustee, and disclaims beneficial ownership except to his pecuniary interest.

What officer title does the reporting person hold at PLTR?

The Form 4 lists the reporting person as Chief Technology Officer and Executive Vice President.