Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

For the transition period from

to

Commission File Number:

001-39540

Palantir Technologies Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		68-0551851
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1555 Blake Street, Suite 250 Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (720)

358-3679

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share		PLTR		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

Large accelerated filer		☒ Accelerated filer		☐
Non-accelerated filer		☐ Smaller reporting company		☐
Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐ No ☒

The aggregate market value of the common stock held by

non-affiliates

of the registrant, based on the closing price of the shares of Class A common stock on June 30, 2021 as reported by the New York Stock Exchange on such date was approximately $45.4 billion. Shares of the registrant’s common stock held by each executive officer and director and by each other person who may be deemed to be an affiliate of the registrant have been excluded from this computation. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.

As of February 17, 2022, there were

1,929,183,497 shares of the registrants’ Class A common stock outstanding, 99,929,842 shares of the registrant’s Class B common stock outstanding, and 1,005,000 shares of the registrant’s Class F common stock outstanding.

Documents Incorporated by Reference

Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders to be held in 2022 are incorporated by reference into Part III of this Annual Report on Form

10-K

where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2021.

TABLE OF CONTENTS

				Page
		PART I
Item 1.		Business		5
Item 1A.		Risk Factors		13
Item 1B.		Unresolved Staff Comments		73
Item 2.		Properties		73
Item 3.		Legal Proceedings		73
Item 4.		Mine Safety Disclosures		73
		PART II
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		74
Item 6.		[Reserved]		75
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		76
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk		95
Item 8.		Financial Statements and Supplementary Data		97
Item 9		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		137
Item 9A.		Controls and Procedures		137
Item 9B.		Other Information		138
Item 9C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		138
		PART III
Item 10.		Directors, Executive Officers and Corporate Governance		139
Item 11.		Executive Compensation		139
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		139
Item 13.		Certain Relationships and Related Transactions, and Director Independence		139
Item 14.		Principal Accountant Fees and Services		139
		PART IV
Item 15.		Exhibit and Financial Statement Schedules		140
Item 16.		Form 10-K Summary		142

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form

10-K

contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “can,” “would,” “intend,” “target,” “goal,” “outlook,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “future,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Annual Report on Form

10-K

include, but are not limited to, statements about:

	•		our expectations regarding financial performance and liquidity, including but not limited to our expectations regarding revenue, cost of revenue, operating expenses, stock-based compensation, our ability to achieve and maintain future profitability and cash flows;

	•		our ability to successfully execute our business and growth strategy;

	•		the sufficiency of our cash and cash equivalents to meet our liquidity needs;

	•		the demand for our platforms in general;

	•		our ability to increase our number of customers and revenue generated from customers;

	•		our expectations regarding the future contribution margin of our existing and future customers;

	•		our expectations regarding our ability to quickly and effectively integrate our platforms for our existing and future customers;

	•		our ability to develop new platforms, and enhancements to existing platforms, and bring them to market in a timely manner;

	•		our market share, category positions, and market trends, including our ability to grow our business in large government and commercial organizations, including our expectations regarding the impact of Federal Acquisition Streamlining Act of 1994 (“FASA”);

	•		our ability to compete with existing and new competitors in existing and new markets and products;

	•		our expectations regarding anticipated technology needs and developments and our ability to address those needs and developments with our platforms;

	•		our expectations regarding litigation and legal and regulatory matters;

	•		our expectations regarding our ability to meet existing performance obligations and maintain the operability of our products;

	•		our expectations regarding the effects of existing and developing laws and regulations, including with respect to taxation, privacy, data protection, and cybersecurity;

	•		our expectations regarding new and evolving markets;

	•		our ability to develop and protect our brand;

	•		our ability to maintain the security and availability of our platforms;

	•		our expectations and management of future growth;

	•		our expectations concerning relationships with third parties, including our customers, equity method investment partners, and vendors;

	•		our expectations regarding our recent investments in, and enterprise agreements with, various entities, including special purpose acquisition companies and/or other privately-held or publicly-traded entities;

	•		our ability to maintain, protect, and enhance our intellectual property;

	•		our expectations regarding our multi-class stock and governance structure and the benefits thereof;

	•		the impact of the ongoing coronavirus (“COVID-19” or “COVID”) pandemic, including on our and our customers’, vendors’, and partners’ respective businesses and the markets in which we and our customers, vendors, and partners operate; and

	•		the increased expenses associated with being a public company.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form

10-K.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form

10-K

primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “

Risk Factors

” and elsewhere in this Annual Report on Form

10-K.

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on any forward-looking statements contained in this Annual Report on Form

10-K.

We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in such forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Annual Report on Form

10-K

relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form

10-K

to reflect events or circumstances after the date of this Annual Report on Form

10-K

or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, restructurings, joint ventures, partnerships, channel sales relationships, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report on Form

10-K,

and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

PART I