Palantir (NYSE: PLTR) CEO Karp sells 493,025 shares after 975,000 RSUs vest

Rhea-AI Filing Summary

Palantir Technologies director and executive Alexander C. Karp reported a series of equity transactions tied to restricted stock unit (RSU) vesting on February 20, 2026. He acquired rights to 975,000 shares of Class B common stock through incremental vesting of previously granted RSUs and related derivative conversions.

On the same date, he converted portions of Class B into Class A common stock and sold 493,025 Class A shares in the open market to cover required tax withholding obligations, pursuant to a preexisting Rule 10b5-1 trading plan. After these transactions, he directly held 6,432,258 Class A shares and over 51 million Class B shares.

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^*

Karp Alexander C.

(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)

X	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)		403,025	A	(2)	6,835,283	D
Class A Common Stock	02/20/2026		S(1)		39,893	D	$132.0346(3)	6,795,390	D
Class A Common Stock	02/20/2026		S(1)		124,338	D	$132.862(4)	6,671,052	D
Class A Common Stock	02/20/2026		S(1)		104,796	D	$133.7565(5)	6,566,256	D
Class A Common Stock	02/20/2026		S(1)		110,800	D	$134.8296(6)	6,455,456	D
Class A Common Stock	02/20/2026		S(1)		23,198	D	$135.7252(7)	6,432,258	D
Class A Common Stock	02/20/2026		C(8)		90,000	A	(2)	6,522,258	D
Class A Common Stock	02/20/2026		S(8)		6,180	D	$132.0131(9)	6,516,078	D
Class A Common Stock	02/20/2026		S(8)		20,259	D	$132.8166(10)	6,495,819	D
Class A Common Stock	02/20/2026		S(8)		19,309	D	$133.7332(11)	6,476,510	D
Class A Common Stock	02/20/2026		S(8)		35,656	D	$134.8733(12)	6,440,854	D
Class A Common Stock	02/20/2026		S(8)		8,596	D	$135.6733(13)	6,432,258	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	(14)	02/20/2026		M(1)			877,500	(15)	05/20/2031	Class B Common Stock(2)	877,500	$0	18,427,500	D
Class B Common Stock(2)	(2)	02/20/2026		M(1)		877,500		(2)	(2)	Class A Common Stock	877,500	$0	51,828,518	D
Restricted Stock Units	(16)	02/20/2026		M(1)			97,500	(15)	05/20/2031	Class B Common Stock(2)	97,500	$0	2,047,500	D
Class B Common Stock(2)	(2)	02/20/2026		M(1)		97,500		(2)	(2)	Class A Common Stock	97,500	$0	51,926,018	D
Class B Common Stock(2)	(2)	02/20/2026		C(1)			403,025	(2)	(2)	Class A Common Stock	403,025	$0	51,522,993	D
Class B Common Stock(2)	(2)	02/20/2026		C(8)			90,000	(2)	(2)	Class A Common Stock	90,000	$0	51,432,993	D

Explanation of Responses:

1. This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on February 20, 2026, converted 403,025 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. This transaction is part of a related series of transactions undertaken on February 20, 2026 pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on November 21, 2025. The Reporting Person converted 90,000 shares of Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock in the open market.

9. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $131.30 to $132.29. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (9) through (13) 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 $132.30 to $133.28. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (9) through (13) 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 $133.30 to $134.29. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (9) through (13) 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 $134.30 to $135.29. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (9) through (13) 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 $135.30 to $136.13. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (9) through (13) 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. 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.

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

16. These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.

Remarks:

Officer title: Chief Executive 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. 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did Palantir (PLTR) CEO Alexander Karp report?

Alexander Karp reported RSU vesting, derivative conversions, and open-market sales on February 20, 2026. He gained rights to 975,000 Class B shares from RSU vesting and sold 493,025 Class A shares mainly to satisfy tax withholding tied to this vesting event.

How many Palantir (PLTR) shares did Alexander Karp sell in this Form 4?

Alexander Karp sold 493,025 shares of Palantir Class A common stock. These sales were executed in multiple open-market transactions and, according to the disclosure, were automatic sales primarily to cover required tax withholding obligations from RSU vesting on February 20, 2026.

What RSU vesting did Alexander Karp report for Palantir (PLTR)?

Karp reported incremental vesting of RSUs covering 975,000 shares of Palantir Class B common stock. The RSUs were granted under Palantir’s equity incentive plans, with each RSU representing a contingent right to receive one Class B share, which fully vested as of February 20, 2026.

How many Palantir (PLTR) shares does Alexander Karp own after these transactions?

After the reported transactions, Karp directly owned 6,432,258 shares of Palantir Class A common stock and more than 51 million shares of Class B common stock, reflecting his remaining direct equity stake following RSU vesting, conversions, and the tax-related share sales.

Were Alexander Karp’s Palantir (PLTR) share sales under a Rule 10b5-1 plan?

Yes. The filing states the February 20, 2026 sales were conducted under a preexisting Rule 10b5-1 trading plan entered on November 21, 2025. This plan was intended to meet the affirmative defense conditions of Rule 10b5-1(c) for prearranged trading.

Why did Alexander Karp sell Palantir (PLTR) shares in this filing?

The disclosure explains that all reported sales were automatic transactions to cover required tax withholding obligations from the RSU vesting event on February 20, 2026. The shares sold were those resulting from conversions of vested Class B stock into Class A shares.