Palantir Technologies (PLTR) 10-K risk factor changes: FY2022 vs FY2021

[removed: Investing] [added: *Investing] in our Class A common stock involves a high degree of risk.

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form [added: 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and accompanying notes, before making a decision to invest in our Class A common stock.]

Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are [added: material.]

In that event, the trading price of our Class A common stock could decline, and you could lose part or all of your [removed: investment.][added: investment.*]

[removed: Risk] [added: Risk] Factor [removed: Summary][added: Summary]

[removed: | | • | |] [added: -] we may not be able to sustain our revenue growth rate; [removed: |]

[removed: | | • | |] [added: -] our sales efforts involve considerable time and expense and our sales cycle is often long and unpredictable; [removed: |]

[removed: | | • | |] [added: -] a limited number of customers account for a substantial portion of our revenue; [removed: |]

[removed: | | • | |] [added: -] our results of operations and our key business measures are likely to fluctuate significantly on a quarterly basis; [removed: |]

[removed: | | • | |] [added: -] seasonality may cause fluctuations in our results of operations and [added: financial] position; [removed: |]

[removed: | | • | |] [added: -] our platforms are complex and may have a lengthy implementation process; [removed: |]

[removed: | | • | |] [added: -] we may not successfully develop and deploy new technologies to address the needs of our customers; [removed: |]

[removed: | | • | |] [added: -] our platforms must operate with third-party products and services; [removed: |]

[removed: | | • | |] [added: -] we may be unable to hire, retain, train, and motivate qualified personnel and senior management and deploy our personnel and resources to meet customer demand; [removed: |]

[removed: | | • | |] [added: -] we may be unable to successfully build, expand, and deploy our marketing and sales organization; [removed: |]

[removed: | | • | |] [added: -] we may not be able to maintain and enhance our brand and reputation; [removed: |]

[removed: | | • | |] [added: -] unfavorable news or social media coverage may harm our reputation and business; [removed: |]

[removed: | | • | |] [added: -] exclusive arrangements or unique terms with customers or partners may result in significant risks or liabilities to us; [removed: |]

[removed: | | • | |] [added: -] we face intense competition in our markets; [removed: |]

[removed: | | • | |] [added: -] we may be unable to maintain or properly manage our culture as we grow; [removed: |]

[removed: | | • | |] [added: -] we may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values; [removed: |]

[removed: | | • | |] [added: -] joint ventures, channel sales relationships, platform partnerships, and strategic alliances may be unsuccessful; [removed: |]

[removed: | | • | |] [added: -] we may not be successful in executing our strategy to increase our sales to larger customers; [removed: |]

[removed: | | • | |] [added: -] breach of the systems of any third parties upon which we rely, our customers’ cloud or on-premises environments, or our internal systems or unauthorized access to data; [removed: |]

[removed: | | • | |] [added: -] the [added: ongoing] COVID-19 [removed: pandemic] [added: pandemic, ongoing Russia-Ukraine conflict, and related challenging macroeconomic conditions] may [removed: continue to significantly] [added: adversely] affect our business and operations; [removed: |]

[removed: | | • | |] [added: -] the market for our platforms and services may develop more slowly than we expect; [removed: |]

[removed: | | • | |] [added: -] we have made and may continue to make strategic investments to support key business initiatives, including in privately-held and publicly-traded [removed: companies] [added: companies,] as well as alternative investments, and we may not realize a return on these investments; [removed: |]

[removed: | | • | |] [added: -] issues raised by the use of artificial intelligence in our platforms may result in reputational harm or liability; [removed: |]

[removed: | | • | |] [added: -] we depend on computing infrastructure of third parties and they may experience errors, disruption, performance problems, or failure; [removed: |]

[removed: | | • | |] [added: -] we may fail to adequately obtain, maintain, protect, and enforce our intellectual property and other proprietary rights; [removed: |]

[removed: | | • | |] [added: -] we may be subject to intellectual property rights claims; [removed: |]

[removed: | | • | |] [added: -] there may be real or perceived errors, failures, defects, or bugs in our platforms; [removed: |]

[removed: | | • | |] [added: -] we rely on the availability of third-party technology that may be difficult to replace or that may cause errors; [removed: |]

[removed: | | • | |] [added: -] our business is subject to complex and evolving U.S. and non-U.S. laws and regulations regarding privacy, data protection and security, technology protection, and other matters; [removed: |]

[removed: | | • | |] [added: -] our non-U.S. sales and operations subject us to additional risks and regulations; [removed: |]

[removed: | | • | |] [added: -] we may encounter unfavorable outcomes in legal, regulatory, and administrative inquiries and proceedings; [removed: |]

[removed: | | • | |] [added: -] we may fail to receive and maintain government contracts or there may be changes in the contracting or fiscal policies of the public sector; [removed: |]

[removed: | | • | |] [added: -] many of our customer contracts may be terminated by the customer at any time for convenience and may contain other provisions permitting the customer to discontinue contract performance; [removed: |]

[removed: | | • | |] [added: -] we may not realize the full deal value of our customer contracts; [removed: |]

[removed: | | • | |] [added: -] there may be a decline in the U.S. and other government budgets, changes in spending or budgetary priorities, or delays in contract awards; and [removed: |]

- we have a history of losses, we anticipate our operating expenses will continue to increase in the future, and we may not be able to achieve or maintain profitability in the future;

We have a history of losses, we anticipate our operating expenses will continue to increase in the future, and we may not be able to achieve or maintain profitability in the future.

Other than the fourth quarter of 2022, we have incurred losses in each period since our inception, and we may not maintain profitability in future periods.

In addition, we anticipate that our operating expenses will continue to increase in the future.

implementation errors, our platforms’ reliability, our pricing, the effects of general economic conditions, competitive offerings or alternatives, or reductions in our customers’ spending levels.

As of December 31, 2022, the total remaining deal value, as defined in *Item 7.

If we are unable to realize all of the revenue from the full deal value of our customer contracts, our financial condition and results of operations could be adversely affected.

- our ability to increase our contribution margins;

- general economic, regulatory, and market conditions, including the impacts of the ongoing COVID-19 pandemic, the ongoing Russia-Ukraine conflict and related economic sanctions and regional instability, rising inflation and interest rates, and monetary policy changes.

We and certain of our officers and directors were recently sued in purported class action lawsuits and derivative lawsuits, which could result in substantial costs and a diversion of our management’s attention and resources.

For more information see *Note 8.

If we

In addition, any significant change to

attributable to statements authorized by our leadership, that incorrectly reports on statements made by our leadership or employees and the nature of our work, perpetuates unfounded speculation about company involvements, or that is otherwise misleading.

features.

Our decisions to not enter into these relationships

In addition, in November 2019, we created a jointly controlled entity in Japan with SOMPO Holdings, Inc., in which we subsequently obtained a controlling interest in November 2022.

For more information see *Note 14.

Business Combinations* in the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We also created a jointly-owned entity in South Korea with HD Hyundai Co. Ltd. in December 2022 in which we also have a controlling interest.

develop alternative products and services in addition to or in lieu of our platforms, either on their own or in collaboration with others, including our competitors.

In addition, part of our growth strategy involves supporting a broader set of potential customers.

Accordingly, we will continue to refine our business strategy and pricing structures to attract and retain such customers,

as well as existing and larger customers across the potential customer base.

There is no guarantee that our existing or proposed business strategies, including subscription-based or usage-based pricing structures, will achieve broad adoption by current or prospective customers or be appropriately structured to attract and retain other potential customers across the customer base.

The ongoing global COVID-19 pandemic, ongoing Russia-Ukraine conflict, and related challenging macroeconomic conditions may adversely affect our business and operations, and the duration and extent to which these factors may impact our future business, financial condition, and results of operations remain uncertain.

The ongoing COVID-19 pandemic, the ongoing Russia-Ukraine conflict, and related challenging macroeconomic conditions have generally disrupted the operations of our customers and prospective customers, and may continue to disrupt their operations, including as a result of widespread supply chain disruptions, increases in the prices of many goods and services, uncertainty in the financial markets or other harm to their business and financial results.

Challenging macroeconomic conditions could decrease information technology budgets for our customers and prospective customers; adversely affect demand for our platform and services; cause one or more of our customers or partners to file for bankruptcy protection or go out of business; cause one or more of our customers to fail to renew, terminate, or seek to renegotiate their contracts with us; cause delayed purchasing decisions, longer sales cycles, extended or alternative payment terms or delayed payments; impact our ability to attract new customers on similar contractual terms or at all, or retain and expand our relationships with existing customers; and result in postponed or canceled projects, all of which would negatively impact our business, financial condition, and results of operations, including sales and cash flows.

For example, one of our early-stage Investee (as defined below) customers filed for bankruptcy in 2022 and we may not realize the full value of our commercial contract with that customer as a result.

In addition, as a result of the COVID-19 pandemic and the related work and travel restrictions, many of our field sales, operations and maintenance, and professional services activities were conducted remotely, and a majority of our workforce worked remotely.

We have reopened our offices and have allowed business travel to resume, but some of our employees will continue to work remotely.

We have a limited history of operating with a hybrid workforce.

There is no guarantee that we will realize any anticipated benefits to our business from this model, including cost savings, operational efficiencies, or productivity.

If we are unable to successfully address the foregoing risks and challenges as we encounter them, our business and operations could be adversely affected.

software after significant prior investments in legacy data collection, storage, and processing software.

In March 2022, our revolving credit facility was further amended to, among other things, extend the maturity date of the revolving loan facility and increase the commitments under the revolving credit facility by $100.0 million, and in July 2022, our revolving credit facility was further amended to, among other things, provide a new incremental delayed draw term loan (“DDTL”) commitment in an aggregate principal amount of $450.0 million, upon the terms and conditions set forth in the credit agreement, as amended, with new and existing lenders.

The DDTL commitment is available to draw upon through July 1, 2023 and any drawn amounts will mature on March 31, 2027.

The existing revolving credit facility, as amended, matures in March 2027.

The DDTL commitment together with our existing revolving commitments under our credit facility, as amended, provides for total commitments of up to $950.0 million, all of which are undrawn as of the date of this Annual Report on Form 10-K.

However, we do not currently anticipate entering into new Investment Agreements to purchase, or commit to purchase, securities of special purpose acquisition companies.

| --- | --- |

10-K,

including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and accompanying notes, before making a decision to invest in our Class A common stock.

material.

| | • | | we have incurred losses each year and we may not become profitable in the future; |

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[removed: The] [added: *The] following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form [added: 10-K.]

You should review the section titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Annual Report on Form [added: 10-K.]

Our historical results are not necessarily indicative of the results that may be expected for any period in the [removed: future.][added: future.*]

[removed: This section of] [added: Risk Factors* included in] this Annual Report on Form [added: 10-K.]

[removed: Overview][added: Overview]

[removed: For over a decade, Gotham] has surfaced insights for global defense agencies, the intelligence community, disaster relief organizations and beyond.

We believe that every institution faces challenges that our platforms [added: and products] were designed to address.

[removed: Note] [added: See *Note] 4.

Investments and Fair Value [removed: Measurements][added: Measurements* and *Note 14.]

[removed: Note 9.][added: Refer to *Note 8.]

[removed: Our Business][added: Our Business]

For the year ended December 31, [removed: 2021,] [added: 2022,] we generated [removed: $1.5] [added: $1.9] billion in revenue, reflecting a [removed: 41%] [added: 24%] growth rate from the year ended December 31, [removed: 2020,] [added: 2021,] when we generated [removed: $1.1] [added: $1.5] billion in revenue.

In the year ended December 31, 2021, [removed: we incurred] [added: our] losses from operations [removed: of] [added: were] $411.0 million, or adjusted income from operations of $473.5 million when excluding stock-based compensation and related employer payroll taxes.

In the year ended December 31, [removed: 2020, our] [added: 2022, we incurred] losses from operations [removed: were $1.2 billion,] [added: of $161.2 million,] or adjusted income from operations of [removed: $189.9] [added: $420.8] million when excluding stock-based [removed: compensation,] [added: compensation and] related employer payroll [removed: taxes, and][added: taxes.]

In the year ended December 31, [removed: 2020,] [added: 2022,] our gross profit was [removed: $740.1 million,] [added: $1.5 billion,] reflecting a gross margin of [removed: 68%,] [added: 79%,] or 81% when excluding stock-based compensation.

For more information about our adjusted income from operations, which excludes stock-based [removed: compensation,] [added: compensation and] related employer payroll [removed: taxes,] [added: taxes;] and [added: gross profit and gross margin, when excluding stock-based compensation; as well as reconciliations from loss from operations and gross profit, see the section titled *“Non-GAAP Reconciliations”* below.]

[removed: Non-GAAP][added: Non-GAAP Reconciliations]

[removed: Our Customers][added: Our Customers]

During the period ended December 31, [removed: 2021,] [added: 2022,] we had [removed: 237] [added: 367] customers, including companies in various commercial sectors [removed: as well as] [added: and] government agencies around the world.

During the period ended December 31, [removed: 2020,] [added: 2021,] we had [removed: 139] [added: 237] customers.

We have built lasting and significant customer relationships [added: and partnerships] with some of the world’s leading government institutions and [removed: companies, and are expanding our partnerships with early- and growth-stage] companies.

Our average revenue for the top twenty customers during the trailing twelve months ended December 31, [removed: 2021] [added: 2022] was [removed: $43.6] [added: $49.4] million, which grew [removed: 31%] [added: 13%] from an average of [removed: $33.2] [added: $43.6] million in revenue from the top twenty customers during the trailing twelve months ended December 31, [removed: 2020,] [added: 2021,] demonstrating our expanding relationships with existing customers.

In the year ended December 31, [removed: 2021, 58%] [added: 2022, 56%] of our revenue came from government customers and [removed: 42%] [added: 44%] came from commercial [removed: agencies.][added: customers.]

In the year ended December 31, [removed: 2021,] [added: 2022,] we generated [removed: 57%] [added: 61%] of our revenue from customers in the United States and the remaining [removed: 43%] [added: 39%] from [removed: customers abroad.][added: non-U.S. customers.]

[removed: Expansion] [added: Expansion] of Access to [removed: Platforms][added: Platforms]

[removed: Impact][added: COVID-19 Impact]

[removed: pandemic has,] [added: The extent] to [removed: date,] [added: which COVID-19 may impact our financial conditions or results of operations in future periods remains uncertain, but to date has] not had a material adverse impact on our results of operations.

[added: The COVID-19] pandemic has made clear to many of our customers that accommodating the extended timelines ordinarily required to realize results from implementing new software solutions is not an option during a crisis.

[removed: While we expect] [added: As such,] our travel and office-related expenditures [added: have increased, and may continue] to increase moving [removed: forward, especially as we continue to reopen our offices, we do not expect such expenditures to return to their][added: forward.]

[removed: ”] [added: Debt in our consolidated financial statements] included elsewhere in this Annual Report on Form [added: 10-K.]

As of December 31, [removed: 2021,] [added: 2022,] we expect to generate revenue under our existing customer contracts for an additional [removed: 3.5] [added: 2.8] years on a dollar-weighted average contract duration basis.

Dollar-weighted average contract duration represents the length of time we expect to generate revenue on average, including existing contractual obligations and assuming that our customers will exercise all of the contractual options available to them, and is subject to change as we enter into new contracts [added: or if customers terminate for convenience.]

Revenue is generally recognized [added: ratably] over the contract term.

We manage customers at the account level, not by industry or sector, so that we can optimize on the specific growth opportunities for [removed: each.][added: each customer.]

[removed: Total] [added: Total] Remaining Deal [removed: Value][added: Value]

[removed: Also included within total] [added: Total] remaining deal value [removed: is] [added: also includes] remaining contract value from [removed: commercial contracts entered into in connection with our strategic investments, many of] [added: Strategic Commercial Contracts,] which are subject to [removed: termination, including] [added: termination] for [removed: convenience in the event the proposed business combination is not completed.][added: cause provisions.]

[removed: As] [added: Of our total remaining deal value, as] of December 31, [removed: 2021,] [added: 2022,] the total remaining deal value of the contracts that we [removed: have been awarded by, or] entered into [removed: with, government and] [added: with] commercial customers, including existing contractual obligations and [removed: contractual options] available [removed: to those customers,] [added: contractual options, as defined above,] was [removed: $3.8] [added: $2.0] billion, [removed: up 35%] [added: down 23%] from December 31, [removed: 2020,] [added: 2021,] when [removed: our] [added: the] total remaining deal value of such contracts was [removed: $2.8] [added: $2.6] billion.

As of December 31, [removed: 2021,] [added: 2022,] the total remaining deal value of the contracts that we had been awarded by government agencies in the United States and allied countries around the world, including existing contractual obligations and contractual options [removed: available to those government agencies, was $1.2 billion, down 6% from December 31, 2020, when the total value of such contracts was $1.3 billion.]

When calculating the total remaining deal value of government contracts, we do not include government contracts [removed: — also] known as [removed: indefinite delivery, indefinite quantity (“IDIQ”) contracts —] [added: IDIQ contracts,] totaling $2.8 billion, as of December 31, [removed: 2021,] [added: 2022,] that we have been awarded, but where the funding of such contracts has not yet been determined.

[removed: Key] [added: Key] Business [removed: Measure][added: Measure]

*This section of this Annual Report on Form 10-K generally discusses fiscal years 2022 and 2021 items and year-to-year comparisons between fiscal years 2022 and 2021.

Discussions of fiscal year 2021 items and year-to-year comparisons between fiscal years 2021 and 2020 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 24, 2022 and is incorporated herein by reference.*

For over a decade, Gotham

While our focus in the short term remains on making our principal software platforms available to increasingly broad swaths of the market, we are also working to identify additional component parts and products embedded within those platforms that have potential as commercial offerings on their own.

Our approach with all our clients is to establish a partnership that transforms the way they use data in pursuit of their goals.

While we generally offer contract terms of one to five years in length, our customers sometimes enter into shorter-term contracts.

Many of our customer contracts contain termination for convenience provisions.

Our U.S. customers have been a meaningful source of revenue growth for our business.

Revenue from our U.S. customers during the trailing twelve months ended December 31, 2022 was $1.2 billion, which grew 32% from the prior twelve-month period.

We expect that U.S. customers will continue to be a source of significant revenue growth for us.

We continue to believe that our government customers remain a meaningful and resilient source of revenue for our business, particularly during periods of economic uncertainty.

However, large government customers, in particular, are generally subject to a number of uncertainties regarding budgets and spending levels, changes in timing and spending priorities, and regulatory and policy changes, which can make it difficult to predict when, or if, we will make sales to such customers or the size and scope of any contract awards.

See also the discussion of “*Risks Related to Relationships and Business with the Public Sector”* within *Item 1A.

Total remaining deal value excludes all or some portion of the value of certain commercial contracts as a result of our ongoing assessments of customers’ financial condition, including the consideration of such customers’ ability and intention to pay, and whether such contracts continue to meet the criteria for revenue recognition, among other factors.

As of December 31, 2022, the total remaining deal value of the contracts, as defined above, was $3.7 billion, down 3% from December 31, 2021, when our total remaining deal value of such contracts was $3.8 billion.

The decrease was due to the exclusion of certain contracts, as described above, as well as decreases resulting from the recognition of revenue and renegotiation of a commercial contract.

available to those government agencies, was $1.7 billion, up 37% from December 31, 2021, when the total value of such contracts was $1.2 billion.

Macroeconomic Trends

As a corporation with an international presence, we are subject to risks and uncertainties caused by significant events with macroeconomic impacts, including, but not limited to, the ongoing COVID-19 pandemic, the impact of the ongoing Russia-Ukraine conflict, rising inflation and interest rates, monetary policy changes, and foreign currency fluctuations.

Additionally, these macroeconomic impacts have generally disrupted the operations of our customers and prospective customers.

We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results, as well as the overall global economy and geopolitical landscape.

See the section titled *“Risk Factors”* included elsewhere in this Annual Report on Form 10-K for further discussion of the impact of macroeconomic trends on our business.

The COVID-19 pandemic continues to impact the global economy.

We continue to prioritize the health and safety of our employees, our customers, and the communities in which we operate.

We have reopened our offices and have allowed business travel and in-person events to resume, while continuing to closely monitor developments around the evolving nature of the pandemic.

However, we expect that some of our employees will continue to work remotely.

Russia-Ukraine Conflict

We continue to closely monitor the impact of the ongoing Russia-Ukraine conflict and its global impacts on our business.

While the conflict is still evolving and the outcome remains highly uncertain, we do not expect that the Russian invasion will have a material impact on our business and results of operations.

We do not currently have office locations in Russia and none of our revenues came from sales to entities headquartered in Russia.

In June 2022, our Chief Executive Officer, Alexander Karp, met with the President of Ukraine and other senior officials to discuss opening an office in Ukraine and providing ongoing support.

Our current operations related to Ukraine are not material to our financial position or results of operations.

However, if the conflict continues or worsens, leading to greater disruptions and uncertainty within the technology industry or global economy, our business and results of operations could be negatively impacted.

Foreign Currency Exchange Rates

Exchange rates are subject to significant and rapid fluctuations due to a number of factors, including interest rate changes and political and economic uncertainty which may adversely affect our results of operations or financial position.

Our contracts with customers are primarily denominated in U.S. dollars.

As a result, the general strengthening of the U.S. dollar relative to other major foreign currencies (primarily the Euro and GBP) had an unfavorable impact on our revenues from certain non-U.S. customers; however, that impact for the year ended December 31, 2022 was not material to our financial position or results of operations.

Customer Impacts

Current macroeconomic conditions may also adversely impact our customers’ business, particularly our early- and growth-stage customers.

Relationships with early- or growth-stage customers carry inherent risks because, among other things, such customers may be unable to generate sufficient revenues or profitability or to access any necessary financing or funding in a timely manner or on favorable terms to them in the current macroeconomic environment, which has impacted, and may continue to impact, our expected revenue and collections.

10-K.

10-K.

10-K

generally discusses fiscal years 2021 and 2020 items and

year-to-year

comparisons between fiscal years 2021 and 2020.

Discussions of fiscal year 2020 items and

year-to-year

comparisons between fiscal years 2020 and 2019 that are not included in this Annual Report on Form

10-K

can be found in Part II, Item 7 of our Annual Report on Form

10-K

for the fiscal year ended December 31, 2020, which was filed with the SEC on February 26, 2021.

In addition to the investments we have made in our platforms, we plan to continue to expand our ability to sell our subscriptions globally by investing in resources to address the business needs of local markets, including, increasing our sales and marketing functions and activities, expanding our ecosystem of service partners to support local deployments, and investing in personnel to support our growing customer base and product offerings.

Our focus in the near term is to build partnerships with institutions that have the leadership necessary to effect structural change within their organizations — to reconstitute their operations around data.

Over the long term, we believe that every institution in the markets we serve is a potential partner.

For example, we have approved and entered into Investment Agreements to purchase, or commit to purchase

shares of various entities, including special purpose acquisition companies and/or other privately-held or publicly-traded

entities.

See further discussion in

and

Commitments and Contingencies—Investment Commitments.

Our operating results continued to improve, including when adjusting for stock-based compensation.

non-recurring

Direct Listing charges.

non-recurring

Direct Listing charges; and gross profit, and gross margin, which excludes stock-based compensation, as well as reconciliations from loss from operations and gross profit, see the section titled “

Reconciliations

” below.

Our average revenue per customer during the trailing twelve months ended December 31, 2021 was $6.5 million, which decreased 18% from an average of $7.9 million in revenue per customer in the year ended December 31, 2020, reflecting our continued acceleration in customer acquisition.

We have recently begun to expand access to our platforms to early- and growth-stage companies, including startups, as we continue our outreach efforts to an increasingly broad swath of the potential market.

As a result of

COVID-19,

we continue to take precautionary measures in order to minimize the risk of the virus to our employees, our customers, and the communities in which we operate, which included the suspension of all

non-essential

business travel of employees and the temporary closure of all of our major offices.

Although the majority of our workforce worked remotely, there was minimal disruption in our ability to ensure the effective operation of our software platforms.

As local situations permit, we continue to reopen our offices, in at least a limited capacity, and are allowing business travel to resume, while continuing to closely monitor the pandemic.

The economic consequences of the

pandemic have been challenging for certain of our customers and prospective customers.

[removed: Market Risk][added: Market Risk]

As of December 31, [removed: 2021,] [added: 2022,] we had outstanding investments [removed: valued at $234.2 million] in marketable [removed: securities.][added: securities valued at $35.1 million.]

These [removed: investments] [added: Investments] are often in early- or growth-stage companies that have minimal public trading history; as such the fair value of these [removed: investments] [added: Investments] may fluctuate depending on the financial outcome and prospects of the [removed: investees,] [added: Investees,] as well as global market conditions including recent and ongoing volatility related to the impacts of [added: the ongoing COVID-19 pandemic, the ongoing Russia-Ukraine conflict, and rising interest rates.]

Additionally, [removed: early-stage] [added: investing in early- or growth-stage] companies [removed: are inherently risky because] [added: carries inherent risks because, among other things,] the technologies or products [added: that are being developed by] these companies [removed: have under development] are typically in the early phases and may never [removed: materialize,] [added: materialize or they may not achieve their growth or other business objectives,] and they [added: have and] may [added: continue to] experience a decline in financial condition, which could result in a loss of [added: all or] a substantial part of our investment in these companies.

We anticipate additional volatility to our consolidated statements of operations due to changes in market [removed: prices,] [added: prices] and [added: declines in financial conditions of Investees, and] as such gains and losses are realized.

During the fiscal year ended December 31, [removed: 2021,] [added: 2022,] net unrealized losses of [removed: $72.8] [added: $159.0] million [added: and net realized losses of $113.1 million] related to marketable securities were recorded in other income (expense), net on the consolidated statements of operations.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

Our primary investment policy and strategies are focused on the preservation of capital and supporting our liquidity [removed: requirements,] [added: requirements;] however, to a lesser extent we have made and may continue to make [removed: certain] investments in early- and growth-stage companies as disclosed in [added: *Note 4.]

[added: Investments and Fair Value Measurements*] in our consolidated financial statements included elsewhere in this Annual Report on Form [added: 10-K.]

[removed: Foreign] [added: Foreign] Currency Exchange [removed: Risk][added: Risk]

Our contracts with customers are primarily denominated in U.S. dollars, with [removed: a small amount] [added: the remaining] denominated in foreign currencies.

[removed: Inflation Risk][added: Inflation Risk]

We have sold, and may continue to sell, some or all of our existing investments.

We do not currently anticipate entering into new Investment Agreements to purchase, or commit to purchase, securities of special purpose acquisition companies.

We do not currently anticipate entering into new Investment Agreements to purchase, or commit to purchase, securities of special purpose acquisition companies.

We have experienced, and may continue to experience, fluctuations in net loss as a result of transaction gains or losses related to remeasuring certain assets and liability balances that are denominated in foreign currencies.

These exposures may change over time as business practices evolve and economic conditions change.

If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases.

Our inability or failure to do so could harm our business, financial condition, or results of operations.

| --- | --- |

We may continue to make additional investments or sell the existing investments.

COVID-19.

Note 4.

Investments and Fair Value Measurements

and

Note 9.

Commitments and Contingencies

and

Note 15.

Subsequent Events

10-K.

Additionally, fluctuations in

foreign currency exchange rates may cause us to recognize transaction gains and losses in our statement of operations.

[removed: Overview][added: Overview]

[removed: pandemic,] [added: Recent crises and systemic shocks, such as the ongoing COVID-19 pandemic and the ongoing Russia-Ukraine conflict,] have made clear to many of our customers that accommodating the extended timelines ordinarily required to realize results from implementing new software solutions is not a viable option.

See further discussion [removed: in the section titled]

[removed: “Management’s] [added: in the section titled *“Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operation — Overview —][added: Operations—Macroeconomic Trends*.*”*]

[removed: Our Platforms][added: Our Platforms]

[removed: Gotham][added: Gotham]

[added: It also facilitates the hand-off] between analysts and operational users, helping operators plan and execute real-world responses to threats that have been identified within the platform.

[removed: Foundry][added: Foundry]

[removed: Apollo][added: Apollo]

We originally built Apollo to enable the continuous delivery of our software wherever our customers are: in the cloud, [added: on-premises, or even more rugged environments.]

[removed: Our Customers][added: Our Customers]

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 237] [added: 367] customers.

[removed: Overview][added: Overview]

Our software is currently used across more than [removed: 50] [added: 60] industries around the world.

Of the [removed: $1.5] [added: $1.9] billion in revenue that we generated in [removed: 2021, 58%] [added: 2022, 56%] came from customers in the government segment, and [removed: 42%] [added: 44%] came from customers in the commercial segment.

In [removed: 2021,] [added: 2022,] we earned [removed: 57%] [added: 61%] of our revenue from customers in the United States, and [removed: 43%] [added: 39%] from those abroad.

The average revenue for our top twenty customers during the trailing twelve months ended December 31, [removed: 2021] [added: 2022] was [removed: $43.6] [added: $49.4] million, and is up from [removed: 2020,] [added: 2021,] when the average revenue from our top 20 customers during the trailing twelve months ended December 31, [removed: 2020] [added: 2021] was [removed: $33.2] [added: $43.6] million, demonstrating our expanding relationships with existing customers.

[removed: Our] [added: Our] Software at [removed: Work][added: Work]

It is used [removed: by assembly workers] in [removed: France,] [added: a variety of applications including by utility operations analysts, automotive manufacturing workers, oil and gas technicians and operators, and] pharmaceutical researchers in [removed: Germany,] [added: the United States; supply-chain managers in South Korea; assembly workers in France;] public health administrators in the United [removed: Kingdom,] [added: Kingdom] and [added: the United States; and] special forces personnel and [removed: senior] military officials in the United [removed: States.][added: States and abroad.]

[removed: Industries] [added: Industries] and [removed: Sectors][added: Sectors]

Our work with [removed: Airbus,] [added: Airbus S.A.S. (“Airbus”),] for example, was initially focused on the production of the A350 aircraft.

[removed: Sales] [added: Sales] and [removed: Marketing][added: Marketing]

[removed: Customer Acquisition][added: Customer Acquisition]

Our customer acquisition strategy targets large-scale, [added: hard-to-execute opportunities at large government and commercial institutions.]

[removed: Expansion] [added: *Expansion] of Access to [removed: Platforms][added: Platforms*]

We have also made a number of investments in companies whose businesses rely on the ability of their organizations to manage and analyze data effectively at [removed: scale.][added: scale, though we do not currently anticipate entering into new investments to purchase, or commit to purchase, securities of special purpose acquisition companies.]

[removed: Direct] [added: *Direct] Sales [removed: Force][added: Force*]

We have invested and continue to invest in an account-based sales force to identify [added: and capture] new customers and opportunities.

We believe that our decision to grow our sales force in recent years has resulted in multiple new [removed: customers that are in the Fortune 100] [added: customers, broadening] and [removed: include] [added: expanding our commercial customer base and relationships with] leading government agencies around the world.

[removed: Sector] [added: *Sector] and Industry [removed: Platforms][added: Platforms*]

Our approach with Airbus involves a collaborative [added: go-to-market strategy to distribute the Foundry platform across the aviation industry.]

[removed: U.S. Government][added: *U.S. Government*]

[removed: “Management’s] [added: See the section titled *“Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operation — Overview — Our Customers”][added: Operations—Overview—Our Customers”* for a discussion of the terms of our government contracts.]

[removed: Channel] [added: *Channel] Sales & Cloud [removed: Partnerships][added: Partnerships*]

We [removed: are exploring] [added: have entered into, and continue to explore] the development [removed: of] [added: of,] channel sales partnerships for specific industries and sectors by partnering closely with leading providers of public, private, and hybrid cloud services, which have relationships with essentially every major enterprise in the world and have large, existing sales forces.

[removed: Joint] [added: *Joint] Ventures & New Business [removed: Partnerships][added: Partnerships*]

We intend to continue to form joint ventures and new business partnerships, where we believe specific industries or sectors require a [removed: local] partner and additional investment in order to realize the full potential of our platforms.

[removed: Account Growth][added: *Account Growth*]

These strategies include [removed: (1)] [added: (i)] creating new ecosystem partnerships to extend the platform beyond the customer’s four walls into the operations of its partners and suppliers, [removed: (2)] [added: (ii)] selling additional productized cross-industry software capabilities, and [removed: (3)] [added: (iii)] selling strategic implementations of our software against specific use cases, which deliver competitive differentiation.

[removed: Research] [added: Research] and [removed: Development][added: Development]

Skywise connects more than 10,000 aircraft across a growing community of airlines, maintenance and repair organizations, authorities, and Airbus.

Our work with healthcare organizations across both the commercial and government sectors in the United States and globally has helped modernize public health information systems, including by facilitating pandemic management across U.S. and non-U.S. government agencies, integrating and harmonizing clinical trial data, and enabling proactive coordination across multi-threaded teams to effectively respond to real-time changes in patient demand and nursing supply.

Our approach to sales and marketing is built around discussions with existing and prospective customers in order to understand the principal challenges our customers face and identify ways in which our software platforms can provide long-term value and results.

Additionally, our focus in the short term remains making our principal software platforms available to an increasingly broad swath of our potential market.

We believe that every institution faces challenges that our platforms and products were designed to address.

Many of our current research and development efforts are focused on deploying software, models, and other critical assets at the edge.

This includes integrations with complex hardware, operations in disconnected environments, and more.

As we build and implement technology to answer questions of increasing significance and complexity, we follow a set of principles that help us ensure we are doing so responsibly.

To do so, we treat privacy as a first-order concern at every stage of the engineering process and build privacy features as core capabilities in our platforms, seamlessly integrated with analytical and collaboration tools.

Rather than relying on algorithms that inhibit accountability and redress, we build in means for humans to make necessary judgment calls based on their context and intuition.

- *Systems must facilitate accountability and oversight.* Effective privacy protection entails multi-layered, overlapping policies and procedures to reassure the protection of fundamental rights.

We design our platforms to support these policies with mechanisms that control usage, alert users to data handling requirements, and generate information for those responsible for oversight.

- *Technology is not the answer to every problem.* Some decisions carry implications that are too complex or significant to be automated or streamlined, even with a human in the loop.

When the answer is no, we turn the opportunity down.

Privacy and civil liberties engineering is an evolving field, and every organization is subject to unique requirements and concerns.

The ways in which these principles are realized will differ among products and organizations.

But the end goal should be the same: developing and implementing technology with a full understanding of its potential effects on fundamental rights and incorporating technical capabilities that can support responsible data handling policies.

- Our platforms serve as the central analytics system of a major law enforcement agency in northern Europe.

- A customer in Europe needed to adhere to rigorous purpose specification and proportionality requirements during sensitive analytical workflows.

We worked with the customer to implement technical measures requiring analysts to provide reviewable justifications for access.

We helped to configure and implement a number of supporting privacy-enhancing features, including pseudonymization processes to minimize data exposure, rigorous documentation of machine learning model features and parameters, and auditing tools for users and regulators.

- *Access Controls.* Our platforms provide highly granular access restrictions with subtle and flexible access permissions, such as temporal and purpose-based limitations.

This allows for precision data management — even, at times, across multiple, independent databases — that closely aligns access with customer specifications.

For example, a user sees only the specific information necessary for a defined task (e.g., investigating a specific crime or determining whether to extend credit to an individual).

- *Sensitive Data Inference.* Institutions managing sprawling collections of data often struggle to keep track of which data assets include sensitive fields such as personal identifiers or health records.

- *Federation.* Federation allows users to search and analyze data from multiple, independent databases without duplicating and centralizing data in a single place.

Our platforms provide intelligent query interfaces that reduce the

Our platforms maintain audit logs and make them accessible to (and readable by) authorized users to help them both retroactively investigate and proactively identify misuse of systems.

Providing users with well-curated, up-to-date data reduces the risks of erroneous conclusions.

Our platforms enable institutions to schedule and manage the removal of old or irrelevant information as required by data management best practices or applicable regulations.

| --- | --- |

Recent crises and systemic shocks, such as the

Impact.”

It also facilitates the

hand-off

on-premises,

or even more rugged environments.

Our average revenue per customer during the trailing twelve months ended December 31, 2021 was $6.5 million, which is down from 2020, when our average revenue per customer during the trailing twelve months ended December 31, 2020 was $7.9 million, reflecting our continued acceleration in customer acquisition.

Skywise connects more than 9,000 aircraft across more than 100 airlines.

Our approach to sales and marketing is built around the first two phases of our business model, as described in the section titled “

Management’s Discussion and Analysis of Financial Condition and Results of Operation — Our Business Model

”: customer acquisition (in the Acquire phase) and account growth (in the Expand phase).

hard-to-execute

opportunities at large government and commercial institutions.

Additionally, we have begun expanding access to our platforms to early- and growth-stage companies, including startups, as we continue our outreach efforts to an increasingly broad swath of our potential market.

We have recently begun to expand access to our platforms to early- and growth-stage companies, including startups, as we continue our outreach efforts to an increasingly broad swath of the potential market.

We will continue to expand headcount in our direct sales force.

go-to-market

strategy to distribute the Foundry platform across the aviation industry.

See the section titled

for a discussion of the terms of our government contracts.

As we build software to answer questions of increasing significance and complexity, we apply a set of principles at all stages of the development of our software and its deployment.

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| | • | | Access Controls . Our platforms provide highly granular access restrictions with subtle and flexible access permissions, such as temporal and purpose-based limitations. This allows for precision data management — even, at times, across multiple, independent databases — that closely aligns access with customer specifications. For example, a user sees only the specific information necessary for a defined task (e.g., investigating a specific crime or determining whether to extend credit to an individual). |

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For information on legal proceedings, refer to [added: *Note 8.]

[added: Commitments and Contingencies—Litigation and Legal Proceedings*] in our consolidated financial statements included elsewhere in this Annual Report on Form [added: 10-K.]

| --- | --- |

Note 9.

Commitments and Contingencies—Litigation and Legal Proceedings

10-K.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] DC [removed: 20549][added: 20549]

[removed: FORM][added: FORM 10-K]

[removed: (Mark One)][added: (Mark One)]

| [removed: ☒] [added: ☒] | [removed: ANNUAL] [added: | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2021][added: 2022]

| [removed: ☐] [added: ☐] | [removed: TRANSITION] [added: | | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [added: 1934] | [added: | |]

[removed: For] [added: For] the transition period [removed: from][added: from _________ to _________]

[removed: Commission] [added: Commission] File Number: [added: 001-39540]

[removed: Palantir] [added: Palantir] Technologies [removed: Inc.][added: Inc.]

[removed: (Exact] [added: (Exact] Name of Registrant as Specified in its [removed: Charter)][added: Charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 68-0551851] | [added: | | | 68-0551851 | | |]

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | [removed: (I.R.S.] [added: | | | | (I.R.S.] Employer Identification [removed: No.)] [added: No.)] | [added: | |]

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] | [added: | | | (Zip Code) | | |]

[removed: Registrant’s] [added: Registrant’s] telephone number, including area code: (720) [added: 358-3679]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Trading Symbol(s)] | | [removed: Name] [added: | | Trading Symbol(s) | | | | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | |]

| [removed: Class] [added: Class] A Common Stock, par value $0.001 per [removed: share] [added: share] | | [removed: PLTR] | | [removed: New] [added: | | PLTR | | | | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation [added: 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).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a [added: non-accelerated filer, a smaller reporting company, or an emerging growth company.]

[removed: filer, a smaller] [added: | Non-accelerated filer | | | | | | ☐ | | | | | | Smaller] reporting [removed: company, or an emerging growth company.][added: company | | | | | | ☐ | | |]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule [added: 12b-2 of the Exchange Act.]

| Large accelerated filer | | [added: | | | |] ☒ [added: | | | | | |] Accelerated filer | | [added: | | | |] ☐ | [added: | |]

| Emerging growth company | | [added: | | | |] ☐ | | | [added: | | | | | | | | | | | |]

Indicate by check mark whether the registrant is a shell company (as defined in Rule [added: 12b-2 of the Act).]

[added: The aggregate market value] of the [added: 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, [removed: 2021] [added: 2022] as reported by the New York Stock Exchange on such date was approximately [removed: $45.4] [added: $16.6] billion.

[removed: 1,929,183,497] [added: As of February 14, 2023, there were 1,997,726,022] shares of the registrants’ Class A common stock outstanding, [removed: 99,929,842] [added: 102,656,175] shares of the registrant’s Class B common stock outstanding, and 1,005,000 shares of the registrant’s Class F common stock outstanding.

[removed: Documents] [added: Documents] Incorporated by [removed: Reference][added: Reference]

Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders to be held in [removed: 2022] [added: 2023] are incorporated by reference into Part III of this Annual Report on Form [added: 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, [removed: 2021.][added: 2022.]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | | | [added: | |] Page | [added: | |]

[removed: | | | PART I | | |][added: PART I]

| [removed: Item 1.] [added: [Item 1.](#i906e7aef1c274338a29de70844f3334b_13)] | | [removed: [Business](#tx273589_1)] | [added: [Business](#i906e7aef1c274338a29de70844f3334b_13)] | [removed: 5] | [added: | [5](#i906e7aef1c274338a29de70844f3334b_13) | | |]

| [removed: Item 1A.] [added: [Item 1A.](#i906e7aef1c274338a29de70844f3334b_61)] | | [added: |] [Risk [removed: Factors](#tx273589_2)] [added: Factors](#i906e7aef1c274338a29de70844f3334b_61)] | | [removed: 13] | [added: [13](#i906e7aef1c274338a29de70844f3334b_61) | | |]

| [removed: Item 1B.] [added: [Item 1B.](#i906e7aef1c274338a29de70844f3334b_67)] | | [added: |] [Unresolved Staff [removed: Comments](#tx273589_3)] [added: Comments](#i906e7aef1c274338a29de70844f3334b_67)] | | [removed: 73] | [added: [61](#i906e7aef1c274338a29de70844f3334b_67) | | |]

| [removed: Item 2.] [added: [Item 2.](#i906e7aef1c274338a29de70844f3334b_70)] | | [removed: [Properties](#tx273589_4)] | [added: [Properties](#i906e7aef1c274338a29de70844f3334b_70)] | [removed: 73] | [added: | [61](#i906e7aef1c274338a29de70844f3334b_70) | | |]

| [removed: Item 3.] [added: [Item 3.](#i906e7aef1c274338a29de70844f3334b_73)] | | [added: |] [Legal [removed: Proceedings](#tx273589_5)] [added: Proceedings](#i906e7aef1c274338a29de70844f3334b_73)] | | [removed: 73] | [added: [61](#i906e7aef1c274338a29de70844f3334b_73) | | |]

| [removed: Item 4.] [added: [Item 4.](#i906e7aef1c274338a29de70844f3334b_76)] | | [added: |] [Mine Safety [removed: Disclosures](#tx273589_6)] [added: Disclosures](#i906e7aef1c274338a29de70844f3334b_76)] | | [removed: 73] | [added: [61](#i906e7aef1c274338a29de70844f3334b_76) | | |]

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OR

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________________________________________________

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| 1200 17th Street, Floor 15 Denver, Colorado | | | | | | 80202 | | |

________________________________________________

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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| | | | | | | | | |

| | | | [PART IV](#i906e7aef1c274338a29de70844f3334b_1029) | | | | | |

| [Item 16](#i906e7aef1c274338a29de70844f3334b_1056). | | | [Form 10-K Summary](#i906e7aef1c274338a29de70844f3334b_1056) | | | [120](#i906e7aef1c274338a29de70844f3334b_1056) | | |

| | | | | | | | | |

| | | | | | | | | |

- our expectations regarding macroeconomic conditions, including rising inflation and interest rates and monetary policy changes;

- the impacts of the volatility and fluctuations in currency exchange rates, including an increase in the strength of the U.S. dollar, on the costs of our products outside of the United States and on customer demand; and

10-K

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OR

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to

001-39540

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| | | |

| 1555 Blake Street, Suite 250 Denver, Colorado | | 80202 |

358-3679

| | | | | |

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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).

non-accelerated

12b-2

of the Exchange Act.

| | | | | |

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| | | | | |

| Non-accelerated filer | | ☐ Smaller reporting company | | ☐ |

| | | | | |

12b-2

of the Act).

The aggregate market value of the common stock held by

non-affiliates

As of February 17, 2022, there were

10-K

where indicated.

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[removed: Facilities][added: Facilities]

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[removed: PART II][added: PART II]

| --- | --- |

[removed: Market] [added: Market] Information for [removed: Class A] Common [removed: Stock][added: Stock]

Our Class A common stock has been listed on the [removed: New York Stock Exchange (the “NYSE”)] [added: NYSE] under the symbol “PLTR” since September 30, 2020.

[removed: Holders] [added: Holders] of [removed: Record][added: Record]

As of February [removed: 17, 2022,] [added: 14, 2023,] there were [removed: 730] [added: 850] holders of record of our Class A common stock, [removed: 36] [added: 32] holders of record of our Class B common stock, and one holder of record of our Class F common stock.

[removed: Dividend Policy][added: Dividend Policy]

[removed: Performance Graph][added: Performance Graph]

[removed: This] [added: *This] performance graph shall not be deemed “soliciting material” or to be “filed” with the [removed: Securities Exchange Commission (“SEC”)] [added: SEC] for purposes of Section 18 of the [removed: Securities] Exchange [removed: Act of 1934, as amended (“Exchange Act”),] [added: Act,] or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange [removed: Act.][added: Act.*]

The following graph compares the cumulative total return to stockholders on our Class A common stock since September 30, [removed: 2020, the] [added: 2020 (the] date [removed: of the Company’s direct listing of its] [added: our] Class A common stock [added: commenced trading] on the NYSE (“Direct [removed: Listing”),] [added: Listing”))] relative to the cumulative total returns of the Standard & Poor’s 500 Index and the Standard & Poor’s Information Technology Index over the same period.

An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index at the market close on September 30, 2020, and its relative performance is tracked through December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

[removed: Unregistered] [added: Unregistered] Sales of Equity [removed: Securities][added: Securities]

Our Class B common stock and Class F common stock are not listed on any stock exchange nor traded on any public market.

| --- | --- |

[removed: INDEX][added: INDEX]

| | | [added: |] Page | | |

| [Reports of Independent Registered Public Accounting [removed: Firm] [added: Firm](#i906e7aef1c274338a29de70844f3334b_136)] (PCAOB ID: [removed: 42)](#tx273589_23)] [added: 42)] | | | [removed: 98] [added: [81](#i906e7aef1c274338a29de70844f3334b_136)] | | [added: |]

| [Consolidated Balance [removed: Sheets](#tx273589_24)] [added: Sheets](#i906e7aef1c274338a29de70844f3334b_139)] | | | [removed: 1 0 1] [added: [85](#i906e7aef1c274338a29de70844f3334b_139)] | | [added: |]

| [Consolidated Statements of [removed: Operations](#tx273589_25)] [added: Operations](#i906e7aef1c274338a29de70844f3334b_142)] | | | [removed: 102] [added: [86](#i906e7aef1c274338a29de70844f3334b_142)] | | [added: |]

| [Consolidated Statements of Comprehensive [removed: Loss](#tx273589_26)] [added: Loss](#i906e7aef1c274338a29de70844f3334b_145)] | | | [removed: 103] [added: [87](#i906e7aef1c274338a29de70844f3334b_145)] | | [added: |]

[removed: | [Consolidated] [added: Consolidated] Statements of Redeemable Convertible and Convertible Preferred Stock and Stockholders’ Equity [removed: (Deficit)](#tx273589_27) | | | 104 | |]

| [Consolidated Statements of Cash [removed: Flows](#tx273589_28)] [added: Flows](#i906e7aef1c274338a29de70844f3334b_151)] | | | [removed: 107] [added: [90](#i906e7aef1c274338a29de70844f3334b_151)] | | [added: |]

[removed: | [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#tx273589_29) | | | 109 | |][added: Statements (continued)]

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of Palantir Technologies Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive loss, redeemable convertible and convertible preferred stock and stockholders’ [removed: equity (deficit),] [added: equity,] and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company [removed: as of] [added: at] December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 24, 2022] [added: 21, 2023] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Critical] [added: Critical] Audit [removed: Matter][added: Matter]

| | | [removed: Revenue Recognition] | [added: Revenue Recognition | | |]

| [removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] | | [added: |] As discussed in Note 2 to the consolidated financial statements, the Company [removed: derives] [added: generates] its revenue primarily from the sale of subscriptions to access its software in the Company’s hosted [removed: environment] [added: environment, along] with ongoing operations and maintenance (“O&M”) services (“Palantir [removed: Cloud”),] [added: Cloud”);] software licenses, primarily term licenses in the customers’ environments, with ongoing O&M services (“On-Premises [removed: Software”),] [added: Software”);] and professional services. Management applies significant judgment in identifying and evaluating any non-standard terms and conditions in customer arrangements which may impact the determination of performance obligations or the timing of revenue recognition. In addition, the [removed: determination as to] [added: determining] whether [removed: the Company’s On-Premises Software licenses and O&M services] [added: promises] are [removed: considered] distinct performance obligations that should be accounted for separately [added: –] or [removed: combined as a single performance obligation] [added: not distinct within the context of the contract and, thus, accounted for together –] requires significant judgment. The Company [removed: has] concluded that the [removed: On-Premises Software licenses and O&M services are] [added: promise to provide a software license is] highly interdependent and interrelated [added: with the promise to provide O&M services] and [removed: represent a single] [added: such promises are not] distinct [removed: performance obligation] within the context of [removed: the contract that is generally recognized ratably over] [added: its contracts and are accounted for as a single performance obligation for] the [removed: contract term.] [added: Company’s On-Premises Software.] Auditing revenue recognition was complex and required a significant level of auditor judgment to identify and evaluate non-standard terms and conditions that impact revenue recognition and to assess whether the [removed: On-Premises] software licenses and O&M services should be accounted for as distinct performance obligations or combined as a single performance obligation. | [added: | |]

| [removed: How] [added: *How] We Addressed the Matter in Our [removed: Audit] [added: Audit*] | | [added: |] We obtained an understanding, evaluated the [removed: design] [added: design,] and tested the operating effectiveness of the Company’s controls to identify and evaluate terms and conditions and performance obligations in customer arrangements that would impact revenue recognition. Our substantive procedures included, among others, testing the completeness and accuracy of management’s identification and evaluation of non-standard terms and conditions, reading executed contracts for a sample of revenue transactions and evaluating whether the Company appropriately applied its revenue recognition policy to the arrangements based on the terms and conditions therein and consistent with U.S. GAAP. In addition, we evaluated management’s key assumptions and analysis of its performance obligations, including their assessment of the nature, interdependency, and level of integration between the [removed: On-Premises] software license and O&M services. We also evaluated the appropriateness of the related disclosures in the consolidated financial statements. | [added: | |]

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: Opinion] [added: Opinion] on Internal Control [removed: over] [added: Over] Financial [removed: Reporting][added: Reporting]

We have audited Palantir Technologies Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Palantir Technologies Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive loss, redeemable convertible and convertible preferred stock and stockholders’ [removed: equity (deficit),] [added: equity,] and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 24, 2022] [added: 21, 2023] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: |] /s/ Ernst & Young LLP [removed: |]

[removed: |] San Jose, California [removed: |]

[removed: (in] [added: *(in] thousands, except per share [removed: amounts)][added: amounts)*]

| | | [removed: As] [added: | As] of December [removed: 31,] [added: 31,] | | | | | | | [added: | |]

| | | [removed: 2021] | [added: 2022] | | | [removed: 2020] | | | [added: 2021 | | | | | | 2020 | | |]

| [removed: Assets] [added: Assets] | | | | | | | | | [added: | | |]

| Current assets: | | | | | | | | | [added: | | |]

| Cash and cash equivalents | | [added: |] $ | [added: 2,598,540 | | | | | $ |] 2,290,674 | | | [added: | |] $ | 2,011,323 | |

| Restricted cash | | | [added: 16,244 | | | | | |] 36,628 | | | | [added: | |] 37,285 | | [added: |]

| Accounts [removed: receivable] [added: receivable, net] | | | [removed: 190,923] [added: 258,346] | | | | [removed: 156,932] | | [added: 190,923 | | |]

| Marketable securities | | | 234,153 | | | | [added: | | 234,153 | | | | | |] — | | [added: | | | | — | | |]

| Prepaid expenses and other current assets | | | [removed: 110,872] [added: 133,312] | | | | [removed: 51,889] | | [added: 110,872 | | |]

| Total current assets | | | [removed: 2,863,250] [added: 3,041,577] | | | | [removed: 2,257,429] | | [added: 2,863,250 | | |]

| Property and equipment, net | | | [removed: 31,304] [added: 69,170] | | | | [removed: 29,541] | | [added: 31,304 | | |]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

February 21, 2023

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Palantir Technologies Japan K.K, which is included in the 2022 consolidated financial statements of the Company and constituted 0.3% and 0.1% of total and net assets, respectively, as of December 31, 2022 and 0.4% and 0.5% of revenues and net loss, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Palantir Technologies Japan K.K.

February 21, 2023

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2022 | | | | | | 2021 | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Noncontrolling interests | | | 77,111 | | | | | | — | | |

| Total equity | | | 2,642,437 | | | | | | 2,291,030 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Less: Net income attributable to noncontrolling interests | | | 2,611 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Less: Comprehensive income attributable to noncontrolling interests | | | 2,611 | | | | | | — | | | | | | — | | |

| Comprehensive loss attributable to common stockholders | | | $ | (376,689) | | | | | $ | (519,983) | | | | | $ | (1,168,433) | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2021 | | | 2,027,474 | | | | | | $ | 2,027 | | | | | $ | 7,777,085 | | | | | $ | (2,349) | | | | | $ | (5,485,733) | | | | | $ | 2,291,030 | | | | | $ | — | | | | | $ | 2,291,030 | |

| Issuance of common stock upon vesting of RSUs | | | 51,941 | | | | | | 52 | | | | | | (52) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 74,500 | | | | | | 74,500 | | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (373,705) | | | | | | (373,705) | | | | | | 2,611 | | | | | | (371,094) | | |

| Balance as of December 31, 2022 | | | 2,099,075 | | | | | | $ | 2,099 | | | | | $ | 8,427,998 | | | | | $ | (5,333) | | | | | $ | (5,859,438) | | | | | $ | 2,565,326 | | | | | $ | 77,111 | | | | | $ | 2,642,437 | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gain from step acquisition | | | (44,306) | | | | | | — | | | | | | — | | |

| Proceeds from sales and redemption of marketable securities | | | 52,319 | | | | | | 851 | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

| Business combinations, net of cash acquired | | | 66,708 | | | | | | — | | | | | | — | | |

| --- | --- |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | |

| --- | --- | --- |

| | | |

| | | |

February 24, 2022

| |

| --- |

| |

| February 24, 2022 |

Palantir Technologies Inc.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Debt, noncurrent, net | | | — | | | | 197,977 | |

| | | | | | | | | |

| | | | | | | | | |

| Common stock, $ 0.001 par value: 20,000,000 Class A shares authorized as of December 31, 2021 and 2020; 1,926,589 shares issued and outstanding as of December 31, 2021, and 1,542,058 shares issued and outstanding as of December 31, 2020, respectively; 2,700,000 Class B shares authorized as of December 31, 2021 and 2020; 99,880 and 249,077 shares issued and outstanding as of December 31, 2021 and 2020, respectively; and 1,005 Class F shares authorized, issued, and outstanding as of December 31, 2021 and 2020 | | | 2,027 | | | | 1,792 | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

Palantir Technologies Inc.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| --- | --- |

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]

Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the [removed: Securities] Exchange Act [removed: of 1934, as amended (the “Exchange Act”)] is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules [added: 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.]

[removed: Management’s] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule [added: 13a-15(f) of the Exchange Act.]

Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which is included in [added: *Part II, Item 8, “Financial Statements and Supplementary Data”,* of this Annual Report on Form 10-K.]

[removed: Changes] [added: Changes] in Internal Controls Over Financial [removed: Reporting][added: Reporting]

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule [added: 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.]

[removed: Inherent] [added: Inherent] Limitations on the Effectiveness of [removed: Controls][added: Controls]

[added: Moreover,] projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Palantir Japan, which we acquired in November 2022, as discussed in *Note 14.

Business Combinations* in the consolidated financial statements included elsewhere within this Annual Report on Form 10-K.

The financial results of Palantir Japan were included in the consolidated financial statements from the date of acquisition and constituted less than 5% of total and net assets as of December 31, 2022 and less than 1% of revenues for the year then ended.

| --- | --- |

13a-15(e)

and

15d-15(e)

under the Exchange Act) as of the end of the period covered by this Annual Report on Form

10-K.

13a-15(f)

of the Exchange Act.

Part II, Item 8, “Financial Statements and Supplementary Data”

, of this Annual Report on Form

10-K.

13a-15(d)

and

15d-15(d)

of the Exchange Act that occurred during the period covered by this Annual Report on Form

10-K

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Moreover,

| --- | --- |

[removed: PART III][added: PART III]

| --- | --- |

The information called for by this item will be set forth in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021] [added: 2022] (“Proxy Statement”) and is incorporated herein by reference.

Our Board of Directors has adopted a code of conduct that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial [removed: Officer,] [added: Officer] and other executive and senior financial officers.

[added: We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K] regarding amendment to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

| --- | --- |

We intend to satisfy the disclosure requirement under Item 5.05 of Form

8-K

| --- | --- |

| --- | --- |

| --- | --- |

[removed: PART IV][added: PART IV]

| --- | --- |

(a) We have filed the following documents as part of this Annual Report on Form [added: 10-K:]

See Index under Part II, Item 8 of this Annual Report on Form [added: 10-K.]

The exhibits listed below are filed as part of this Annual Report on Form [added: 10-K or are incorporated herein by reference, in each case as indicated below.]

| | | | | [added: | |] Incorporated by Reference | | | | | | | | | | | | [removed: |]

| Exhibit Number | | [added: |] Description | | [removed: Form] | [added: Form] | | | File No. | | | [removed: |] Exhibit | | | [removed: |] Filing Date | [added: | |]

| [removed: 3.1] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1321655/000119312522313008/d398605dex31.htm)] | | [added: |] [Amended and restated certificate of incorporation of the [removed: registrant.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520292177/d31861dex31.htm) |] [added: registrant.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522313008/d398605dex31.htm)] | | [removed: 10-Q] | [added: 8-K] | | | 001-39540 | | | [removed: |] 3.1 | | | [removed: November 13, 2020] [added: December 28, 2022] | [added: | |]

| [removed: 3.2] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1321655/000119312522313008/d398605dex32.htm)] | | [added: |] [Amended and restated bylaws of the [removed: registrant.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520292177/d31861dex32.htm) |] [added: registrant.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522313008/d398605dex32.htm)] | | [removed: 10-Q] | [added: 8-K] | | | 001-39540 | | | [removed: |] 3.2 | | | [removed: November 13, 2020] [added: December 28, 2022] | [added: | |]

| [removed: 4.1] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex41.htm)] | | [added: |] [Form of Class A common stock certificate of the [removed: registrant.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex41.htm)] [added: registrant.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex41.htm)] | | | S-1 | | | [removed: |] 333-248413 | | | [removed: |] 4.1 | | | August 25, 2020 | [added: | |]

| [removed: 4.2] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex42.htm)] | | [added: |] [Amended and Restated Investors’ Rights Agreement among the registrant and certain holders of its capital stock, dated as of August 24, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex42.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex42.htm)] | | | S-1/A | | | [removed: |] 333-248413 | | | [removed: |] 4.2 | | | September 14, 2020 | [added: | |]

| [removed: 4.3] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex46.htm)] | | [added: |] [Form of Series I convertible preferred stock lead investor IPO [removed: warrant.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex46.htm)] [added: warrant.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex46.htm)] | | | S-1 | | | [removed: |] 333-248413 | | | [removed: |] 4.6 | | | August 25, 2020 | [added: | |]

| [removed: 4.4] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex47.htm)] | | [added: |] [Form of Series I convertible preferred stock IPO [removed: warrant.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex47.htm)] [added: warrant.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex47.htm)] | | | S-1 | | | [removed: |] 333-248413 | | | [removed: |] 4.7 | | | August 25, 2020 | [added: | |]

| [removed: 4.5*] [added: [4.5*](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit45.htm)] | | [added: |] [Description of Capital Stock of Palantir Technologies [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522050913/d273589dex45.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit45.htm)] | | | | | | | | | | | | | | |

| [removed: 9.1] [added: [9.1](https://www.sec.gov/Archives/edgar/data/1321655/000119312520250103/d904406dex91.htm)] | | [added: |] [Founder Voting [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520250103/d904406dex91.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520250103/d904406dex91.htm)] | | | S-1/A | | | [removed: |] 333-248413 | | | [removed: |] 9.1 | | | September 21, 2020 | [added: | |]

| [removed: 9.2] [added: [9.2](https://www.sec.gov/Archives/edgar/data/1321655/000119312520248369/d904406dex92.htm)] | | [added: |] [Founder Voting Trust [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520248369/d904406dex92.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520248369/d904406dex92.htm)] | | | S-1/A | | | [removed: |] 333-248413 | | | [removed: |] 9.2 | | | September 18, 2020 | [added: | |]

| [removed: 10.1+] [added: [10.1+](https://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex101.htm)] | | [added: |] [Form of Indemnification Agreement between the registrant and each of its directors and executive [removed: officers.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex101.htm)] [added: officers.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex101.htm)] | | | S-1 | | | [removed: |] 333-248413 | | | [removed: |] 10.1 | | | September 9, 2020 | [added: | |]

| [removed: 10.2] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1321655/000119312522187265/d352705dex101.htm)] | | [added: |] [Amendment No. [removed: 11] [added: 13] to Revolving Credit Agreement and Incremental Agreement, dated as of [removed: April] [added: July] 1, [removed: 2021,] [added: 2022,] among the registrant, Palantir USG, Inc., the lenders party thereto, and [added: Wells Fargo Bank, National Association (in its capacity as successor-in-interest to] Morgan Stanley Senior Funding, [removed: Inc.,] [added: Inc.),] as Administrative Agent (including the Credit Agreement, dated as of October 7, 2014, [removed: and the Pledge and Security Agreement, dated] as [removed: of December 20, 2019, each as] amended and [removed: restated, and each among the registrant, Morgan Stanley Senior Funding, Inc., and the other parties thereto).](http://www.sec.gov/Archives/edgar/data/1321655/000119312521105223/d168273dex101.htm)] [added: restated).](https://www.sec.gov/Archives/edgar/data/1321655/000119312522187265/d352705dex101.htm)] | | | 8-K | | | [removed: |] 001-39540 | | | [removed: |] 10.1 | | | [removed: April 2, 2021] [added: July 1, 2022] | [added: | |]

| [removed: 10.3+] [added: [10.3+](https://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex103.htm)] | | [added: |] [Palantir Technologies Inc. 2020 Equity Incentive Plan and related form [removed: agreements.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex103.htm)] [added: agreements.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex103.htm)] | | | S-1/A | | | [removed: |] 333-248413 | | | [removed: |] 10.3 | | | September 9, 2020 | [added: | |]

| [removed: 10.4+] [added: [10.4+](https://www.sec.gov/Archives/edgar/data/1321655/000119312520239121/d904406dex104.htm)] | | [added: |] [Palantir Technologies Inc. Amended 2010 Equity Incentive Plan and related form [removed: agreements.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520239121/d904406dex104.htm)] [added: agreements.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520239121/d904406dex104.htm)] | | | S-1/A | | | [removed: |] 333-248413 | | | [removed: |] 10.4 | | | September 3, 2020 | [added: | |]

| [removed: 10.5+] [added: [10.5+](https://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex107.htm)] | | [added: |] [Palantir Technologies Inc. 2020 Executive Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex107.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex107.htm)] | | | S-1/A | | | [removed: |] 333-248413 | | | [removed: |] 10.7 | | | September 9, 2020 | [added: | |]

| [removed: 10.6+] [added: [10.6+](https://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex108.htm)] | | [added: |] [Palantir Technologies Inc. Outside Director Compensation [removed: Policy.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex108.htm)] [added: Policy.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex108.htm)] | | | S-1/A | | | [removed: |] 333-248413 | | | [removed: |] 10.8 | | | September 14, 2020 | [added: | |]

| [removed: 10.7+] [added: [10.7+](https://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex109.htm)] | | [added: |] [Employee Incentive Compensation [removed: Plan.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex109.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex109.htm)] | | | S-1/A | | | [removed: |] 333-248413 | | | [removed: |] 10.9 | | | September 14, 2020 | [added: | |]

| [removed: 10.8+] [added: [10.8+](https://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex1010.htm)] | | [added: |] [Security Program Continuation Agreement between the registrant and Alexander Karp dated June 5, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex1010.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex1010.htm)] | | | S-1/A | | | [removed: |] 333-248413 | | | [removed: |] 10.10 | | | September 14, 2020 | [added: | |]

| [removed: 21.1*] [added: [21.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit211.htm)] | | [added: |] [List of subsidiaries of Palantir Technologies [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522050913/d273589dex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit211.htm)] | | | | | | | | | | | | | | |

| [removed: 23.1*] [added: [23.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit231.htm)] | | [added: |] [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522050913/d273589dex231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit231.htm)] | | | | | | | | | | | | | | |

| [removed: 31.1*] [added: [31.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit311.htm)] | | [added: |] [Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522050913/d273589dex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit311.htm)] | | | | | | | | | | | | | | |

| [removed: 31.2*] [added: [31.2*](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit312.htm)] | | [added: |] [Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522050913/d273589dex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit312.htm)] | | | | | | | | | | | | | | |