Palantir CTO reports 60,000-share charitable gift under 10b5-1 plan

Rhea-AI Filing Summary

Palantir Technologies insider transaction: The company's Chief Technology Officer and Executive Vice President, Shyam Sankar, reported a gift of 60,000 Class A common shares on 09/04/2025 under a Rule 10b5-1 trading plan. The shares were donated to a tax-exempt public charity and transferred at no cash price. After the reported gift, Mr. Sankar is shown as directly owning 642,786 Class A shares and indirectly associated with 749,899 Class A shares held in a remainder trust where he serves as co-trustee; he disclaims beneficial ownership of the trust shares except to the extent of any pecuniary interest.

Positive

• Transaction executed under a Rule 10b5-1 plan, which supports pre-clearance and timing defenses for insider trades
• Charitable donation of 60,000 shares to a tax-exempt public charity, reflecting non-personal disposition of shares

Negative

• Decrease in direct holdings by 60,000 Class A shares, lowering direct ownership to 642,786 shares

Insights

Corporate Governance Expert

TL;DR: Routine insider gift reported under a Rule 10b5-1 plan; disclosure aligns with SEC requirements and proxy holdings.

The Form 4 shows a nondiscretionary, bona fide charitable gift of 60,000 Class A shares executed under a 10b5-1 plan, indicating pre-existing authorization for the transaction. The filing also clarifies indirect holdings via an irrevocable remainder trust, with the reporting person disclaiming beneficial ownership except for any pecuniary interest. This is a standard governance disclosure and does not indicate undisclosed compensation or unexplained transfers.

Securities/Insider Trading Analyst

TL;DR: Transaction is non-sale disposition for charity; reduces direct holdings modestly but reflects planned activity.

The reported code G gift of 60,000 shares at $0 reduces the reporting person’s direct stake to 642,786 shares. Use of a 10b5-1 plan is explicitly mentioned, which supports an affirmative defense to Rule 10b-5 timing claims. The disclosure of 749,899 shares in a remainder trust provides additional context on total economic exposure but includes a disclaimer of beneficial ownership. Overall, the filing is informational and routine.

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
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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).

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)
09/04/2025

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	09/04/2025		G(1)		60,000	D	$0	642,786	D
Class A Common Stock								749,899	I	See Footnote(2)

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

Explanation of Responses:

1. Represents a bona fide gift of 60,000 shares by the Reporting Person to a tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code, in compliance with the Reporting Person's Rule 10b5-1 trading plan.

2. 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.

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	09/08/2025
	** 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 report on Form 4?

He reported a gift of 60,000 Class A shares on 09/04/2025 executed under a Rule 10b5-1 plan.

How many PLTR shares does Shyam Sankar directly own after the transaction?

Direct ownership is 642,786 Class A shares following the reported gift.

Does Shyam Sankar have indirect holdings in PLTR?

Yes — 749,899 Class A shares are held of record by a remainder trust where he is co-trustee; he disclaims beneficial ownership except to the extent of any pecuniary interest.

Was there any cash proceeds from the reported transaction?

No cash proceeds were reported; the gift was recorded at a price of $0.

What officer title is listed for the reporting person on the Form 4?

Chief Technology Officer and Executive Vice President is the officer title shown for Shyam Sankar.