Sec Form 4 Filing - Karp Alexander C. @ Palantir Technologies Inc. - 2024-02-20

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Karp Alexander C. 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 (Last) (First) (Middle) C/O PALANTIR TECHNOLOGIES INC., 1200 17TH STREET, FLOOR 15 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2024 (Street) DENVER, CO80202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/20/2024 C( 1 ) 650,000 A 7,082,258 D Class A Common Stock 02/20/2024 S( 1 ) 617,460 D $ 23.1158 ( 3 ) 6,464,798 D Class A Common Stock 02/20/2024 S( 1 ) 32,540 D $ 23.8225 ( 4 ) 6,432,258 D Class A Common Stock 02/20/2024 C( 5 ) 210,638 A 6,642,896 D Class A Common Stock 02/20/2024 S( 5 ) 201,521 D $ 23.2413 ( 6 ) 6,441,375 D Class A Common Stock 02/20/2024 S( 5 ) 9,117 D $ 23.824 ( 7 ) 6,432,258 D Class A Common Stock 02/21/2024 C( 5 ) 213,846 A 6,646,104 D Class A Common Stock 02/21/2024 S( 5 ) 213,846 D $ 22.6546 ( 8 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class B Common Stock ( 2 ) ( 2 ) 02/20/2024 C( 1 ) 650,000 ( 2 ) ( 2 ) Class A Common Stock 650,000 $ 0 47,899,803 D Restricted Stock Units ( 9 ) 02/20/2024 M( 5 ) 877,500 ( 10 ) 05/20/2031 Class B Common Stock ( 2 ) 877,500 $ 0 25,447,500 D Class B Common Stock ( 2 ) ( 2 ) 02/20/2024 M( 5 ) 877,500 ( 2 ) ( 2 ) Class A Common Stock 877,500 $ 0 48,777,303 D Restricted Stock Units ( 11 ) 02/20/2024 M( 5 ) 97,500 ( 10 ) 05/20/2031 Class B Common Stock ( 2 ) 97,500 $ 0 2,827,500 D Class B Common Stock ( 2 ) ( 2 ) 02/20/2024 M( 5 ) 97,500 ( 2 ) ( 2 ) Class A Common Stock 97,500 $ 0 48,874,803 D Class B Common Stock ( 2 ) ( 2 ) 02/20/2024 C( 5 ) 210,638 ( 2 ) ( 2 ) Class A Common Stock 210,638 $ 0 48,664,165 D Class B Common Stock ( 2 ) ( 2 ) 02/21/2024 C( 5 ) 213,846 ( 2 ) ( 2 ) Class A Common Stock 213,846 $ 0 48,450,319 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Karp Alexander C. C/O PALANTIR TECHNOLOGIES INC. 1200 17TH STREET, FLOOR 15 DENVER, CO80202 X See Remarks Signatures /s/ Justin V. Laubach, under power of attorney 02/22/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction is part of a related series of transactions. The Reporting Person converted 650,000 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 pursuant to a preexisting Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into (or most recently amended or modified, as applicable) on February 23, 2023, prior to the effectiveness of, but in compliance with, the revised requirements of Rule 10b5-1(c). ( 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 $22.73 to $23.72. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (4) for sales executed in other 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 $23.73 to $23.96. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (3) for sales executed in other 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 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, 2024, converted 210,638 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, 2024 and then converted 213,846 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 21, 2024. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on February 20, 2024 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan. ( 6 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $22.73 to $23.72. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (7) for sales executed in other 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 $23.73 to $23.97. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (6) for sales executed in other 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 $22.35 to $22.91. The price reported above reflects the weighted average sale price of trades occurring within that price range. 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 )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. ( 10 )The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date. ( 11 )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 26, 2023, including under the heading "Security Ownership Of Certain Beneficial Owners And Management" (subject to the definitions, explanations, and time periods described therein).

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).

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