PLTR Form 4: Karp Converts RSUs and Sells Shares to Cover Taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Alexander C. Karp, Palantir Technologies Inc. CEO and director, received rights to 975,000 shares of Class B common stock upon incremental vesting of restricted stock units on August 20, 2025. To satisfy tax withholding tied to that vesting, Mr. Karp converted 222,878 Class B shares to Class A and sold the resulting Class A shares on August 20, 2025, and converted and sold 186,194 Class B shares on August 21, 2025. The sales were executed as multiple open-market transactions across a range of prices reported by weighted averages, with detailed price ranges listed in the filing. The form notes these transactions are automatic sales to cover withholding and clarifies it does not disclose all of the reporting person’s holdings.
Positive
- 975,000 RSUs vested, reflecting compensation realized under Palantir equity plans
- Transparent disclosure of conversion and multiple sale price ranges and offer to provide detailed trade-level information upon request
Negative
- Automatic sales of converted shares to cover tax withholding reduced immediately held Class A shares
- Form 4 does not disclose full holdings; it references the proxy for comprehensive ownership details
Insights
TL;DR: Routine executive RSU vesting with automatic sales to cover taxes; disclosure is standard and non‑indicative of strategic share disposal.
The filing documents incremental vesting of RSUs to the CEO and immediate conversion and partial sale of vested Class B shares to meet tax withholding obligations. Such automatic sell-to-cover transactions are common and typically driven by compensation mechanics rather than signaling an intent to liquidate holdings. The Form 4 appropriately discloses conversion and multiple open-market sale execution price ranges and reserves fullholdings disclosure to the proxy statement reference.
TL;DR: Materiality is limited: vesting and sell-to-cover occurred, but the transactions are transactional not strategic.
The report shows 975,000 RSUs vested and that portions (222,878 and 186,194 shares) were converted and sold across multiple price bands on August 20–21, 2025, with weighted average prices reported for grouped trades. These sales reduce immediately held Class A shares by the reported amounts but reflect tax withholding mechanics. The filing stops short of providing a complete post-transaction ownership breakdown, directing readers to the proxy for comprehensive holdings.
Insider Trade Summary
Net Seller: 409,072 shares ($62,736,619)
Net Sell
26 txns
Insider
Karp Alexander C.
Role
See Remarks
Sold
409,072 shs ($62.74M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 186,194 | $0.00 | -- |
| Conversion | Class A Common Stock | 186,194 | $0.00 | -- |
| Sale | Class A Common Stock | 9,614 | $154.5119 | $1.49M |
| Sale | Class A Common Stock | 96,285 | $155.5261 | $14.97M |
| Sale | Class A Common Stock | 78,440 | $156.1518 | $12.25M |
| Sale | Class A Common Stock | 1,855 | $157.175 | $292K |
| Exercise | Restricted Stock Units | 877,500 | $0.00 | -- |
| Exercise | Class B Common Stock | 877,500 | $0.00 | -- |
| Exercise | Restricted Stock Units | 97,500 | $0.00 | -- |
| Exercise | Class B Common Stock | 97,500 | $0.00 | -- |
| Conversion | Class B Common Stock | 222,878 | $0.00 | -- |
| Conversion | Class A Common Stock | 222,878 | $0.00 | -- |
| Sale | Class A Common Stock | 7,521 | $143.123 | $1.08M |
| Sale | Class A Common Stock | 6,298 | $143.8084 | $906K |
| Sale | Class A Common Stock | 6,327 | $144.8738 | $917K |
| Sale | Class A Common Stock | 17,574 | $146.0497 | $2.57M |
| Sale | Class A Common Stock | 9,527 | $146.926 | $1.40M |
| Sale | Class A Common Stock | 5,761 | $148.0661 | $853K |
| Sale | Class A Common Stock | 14,439 | $149.0415 | $2.15M |
| Sale | Class A Common Stock | 16,069 | $149.9274 | $2.41M |
| Sale | Class A Common Stock | 4,619 | $151.0535 | $698K |
| Sale | Class A Common Stock | 12,837 | $152.0545 | $1.95M |
| Sale | Class A Common Stock | 30,194 | $153.1201 | $4.62M |
| Sale | Class A Common Stock | 50,567 | $154.1581 | $7.80M |
| Sale | Class A Common Stock | 28,379 | $154.8895 | $4.40M |
| Sale | Class A Common Stock | 12,766 | $156.1132 | $1.99M |
Holdings After Transaction:
Class B Common Stock — 50,380,907 shares (Direct);
Class A Common Stock — 6,618,452 shares (Direct);
Restricted Stock Units — 20,182,500 shares (Direct)
Footnotes (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 August 20, 2025, converted 222,878 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 186,194 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. 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.
FAQ
What did Palantir CEO Alexander Karp report on Form 4 (PLTR)?
The Form 4 reports that 975,000 RSUs vested on August 20, 2025, and Mr. Karp converted and sold portions of Class B shares (222,878 on Aug 20 and 186,194 on Aug 21) to cover tax withholding.
Does the Form 4 disclose all of Mr. Karp’s Palantir holdings?
No. The Form 4 states it is not intended to disclose all shares or equity securities owned by the reporting person and refers to the company proxy statement for full ownership details.