Palantir Technologies (PLTR) 10-K risk factor changes: FY2023 vs FY2022

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

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

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

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

[removed: Other than] [added: Prior to] the fourth quarter of 2022, we [removed: have] [added: had] incurred [added: net] losses in each period since our [removed: inception, and we may not maintain profitability in future periods.][added: inception.]

In addition, [added: while] we [added: remain focused on operating efficiently, we] anticipate that our operating expenses will continue to increase in the future.

Furthermore, our sales model [removed: often requires] [added: has historically required] us to spend months and invest significant resources working with customers on pilot deployments at no or low cost to [removed: them, which may result in no or minimal future revenue.][added: them.]

Any failure by us to [removed: sustain] [added: maintain] or increase profitability [removed: on a consistent basis] [added: in the future or achieve our profitability targets] could adversely affect our business, financial condition, and results of operations.

We may not be able to sustain our revenue growth [removed: rate] in the future.

Although our revenue has increased in recent periods, there can be no assurances that [added: our] revenue will continue to grow or do so at current rates, and you should not rely on the revenue of any prior quarterly or annual period as an indication of our future performance.

Our revenue growth rate has declined in [added: certain] recent periods, and may continue to decline in future periods.

Many factors may contribute to declines [added: or variability] in our revenue [removed: growth rate,] [added: growth,] including macroeconomic factors, increased competition, slowing demand for our platforms from existing and new customers, a failure by us to continue capitalizing on growth opportunities, terminations of existing contracts or failure to exercise existing options by our customers, and the maturation of our business, among others.

[removed: If our] revenue growth [added: or revenue growth] rate [removed: declines,] [added: declines overall, or with respect to certain areas of] our business, [added: our business,] financial condition, and results of operations could be adversely affected.

We often also provide our platforms to potential customers at no or low cost initially to them for evaluation purposes through short-term pilot deployments of our platforms, [added: including at bootcamps,] and there is no guarantee that we will be able to convert customers from these short-term pilot deployments to full revenue-generating contracts.

In addition, we have [removed: a growing] [added: grown and may continue to grow our] direct sales force, and our sales efforts have historically depended on the significant involvement of our senior management team.

Our results of operations depend on sales to enterprise customers, which make product purchasing decisions based in part or entirely on factors, or perceived factors, not directly related to the features of the platforms, including, among others, that customer’s projections of business growth, uncertainty about macroeconomic conditions (including as a result of the ongoing [removed: COVID-19 pandemic, the ongoing] Russia-Ukraine conflict and related economic sanctions, [removed: rising inflation and] [added: the ongoing conflict resulting from Hamas’ attack on Israel, heightened] interest rates, [removed: or] monetary policy [removed: changes),] [added: changes, or foreign currency fluctuations),] capital budgets, anticipated cost savings from the implementation of our platforms, potential preference for such customer’s internally-developed software solutions, perceptions about our business and platforms, more favorable terms offered by potential competitors, and previous technology investments.

Our top three customers together accounted for [removed: 17% and] 18% [added: and 17%] of our revenue for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

Our top three customers by revenue, for the year ended December 31, [removed: 2022,] [added: 2023,] have been with us for an average of [removed: five] [added: eight] years as of December 31, [removed: 2022.][added: 2023.]

Certain of our customers, including customers that represent a significant portion of our business, have in the past [removed: reduced] [added: reduced, and others may choose in the future to reduce,] their spend with us or terminated their agreements with us, which has reduced our anticipated future payments or revenue from these customers, and which has required us to refund some previously paid amounts to these customers.

While we generally offer contract terms [removed: up] [added: of one] to five years in length, our customers sometimes enter into shorter-term [removed: contracts, such as one-year subscriptions,] [added: contracts] which may not provide for automatic renewal and may require the customer to opt-in to extend the term.

Our ability to renew or expand our customer relationships may decrease or vary as a result of a number of factors, including our customers’ satisfaction or dissatisfaction with our platforms and services, the frequency and severity of software and [added: implementation errors, our platforms’ reliability, our pricing, the effects of general economic conditions, competitive offerings or alternatives, or reductions in our customers’ spending levels.]

In addition, our customers’ decisions to expand the deployment of our platforms depends on a number of factors, including general economic conditions, the functioning of our platforms, the ability of our [removed: forward-deployed engineers] [added: employees] to assist our customers in identifying new use cases, modernizing their data architectures, and achieving success with data-driven initiatives, and our customers’ satisfaction with our services.

As of December 31, [removed: 2022,] [added: 2023,] the total remaining deal value, as defined in *Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Total Remaining Deal Value,* was [removed: $3.7] [added: $3.9] billion.

Of our total remaining deal value, as of December 31, [removed: 2022, $2.0] [added: 2023, $2.1] billion was the remaining deal value of our contracts with commercial customers and [removed: $1.7] [added: $1.8] billion was the remaining deal value of our contracts with government customers.

- the success of our sales and marketing efforts, including the success of our pilot [removed: deployments;][added: deployments (including bootcamps);]

- the amount and timing of operating expenses related to the [removed: maintenance] [added: development, maintenance,] and expansion of our business and operations;

- the timing and success of new [added: platforms,] products, features, and functionality introduced by us or our competitors;

- changes in the way we organize and compensate our [removed: sales teams;][added: employees;]

- general economic, regulatory, and market conditions, including the impacts of [removed: the] ongoing [removed: COVID-19 pandemic, the ongoing] [added: conflicts, such as those in] Russia-Ukraine [removed: conflict] and [added: Israel, and any] related economic sanctions and regional instability, [removed: rising inflation and] [added: heightened] interest rates, [removed: and] monetary policy [removed: changes.][added: changes, or foreign currency fluctuations.]

We and certain of our officers and directors were [removed: 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 [removed: more] [added: additional] information see *Note 8.

Because our customers rely on our platforms and services to address important business goals and challenges, the incorrect or improper use or configuration of our platforms and O&M services, failure to properly train customers on how to efficiently and effectively use our platforms, or failure to properly provide implementation or analytical or maintenance services to our customers may result in contract terminations or non-renewals, reduced customer payments, negative publicity, or legal claims [removed: against us.]

There is no assurance that our enhancements to our platforms or our new product features, capabilities, or offerings, including new [added: platforms or] product modules, [removed: will] [added: such as our Artificial Intelligence Platform (“AIP”), will, either individually or in the aggregate,] be compelling to our [removed: customers or] [added: customers,] gain market [removed: acceptance.][added: acceptance, or have a positive or material impact on our business, financial condition, or results of operations, in each case in a timely or cost-effective manner.]

If customers do not widely adopt our new platforms, [removed: experiences,] [added: products,] features, and capabilities, we may not be able to realize a return on our investment and our business, financial condition, and results of operations may be adversely affected.

- reluctance of our customers to purchase products hosted by our vendors and/or service interruption from such providers; [removed: and]

As we continue to grow, we face challenges of integrating, developing, retaining, and motivating [removed: a rapidly growing] [added: our] employee base in various countries around the world.

For example, our headcount has grown from 313 full-time employees as of December 31, 2010 to [removed: 3,838] [added: 3,735] full-time employees as of December 31, [removed: 2022,] [added: 2023,] with employees located both in the United States and outside the United States.

In addition, our [added: prior] rapid growth may make it difficult to evaluate our future prospects.

- there are no guarantees that our Share Repurchase Program (as defined below) will result in increased shareholder value; and

We may not achieve or maintain profitability in future periods or, if we are profitable, we may not fully achieve our profitability targets.

Though we have begun to integrate shorter, more cost effective programs such as bootcamps, these initial deployments may result in no or minimal future revenue.

We may also encounter unforeseen or unpredictable factors, including adverse macroeconomic conditions, unforeseen operating expenses, or other complications or delays, which may result in increased costs, or cause us to generate less revenue from our customers than we anticipated.

In addition, as we continue to expand our platform and product offerings, or experience greater adoption of certain of our platform and product offerings, we have and may continue to experience variability in our revenue growth in certain markets or with certain customer segments relative to other markets or customer segments.

If our

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- the amount and timing of employer payroll taxes related to stock-based compensation resulting from increases in our stock price;

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against us.

- reluctance of customers to purchase products incorporating generative AI; and

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The loss of the services of our key personnel and any of our other executive officers, and our

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Further, potential employees may request to work entirely or partially remotely.

Though some of our current employees have continued to work remotely following the COVID-19 pandemic, we have a limited history of operating with a hybrid workforce.

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depend, among other things, on our ability to successfully build and expand our sales organization and operations.

Our services teams may need additional personnel to respond to customer demand, and we have, and may in the future continue to, partner with third parties in providing O&M services to our customers.

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terms and pricing policies would not be fully reflected in our results of operations until future periods.

Our ability to sell or transfer, convert to cash, or realize value from, any noncash consideration we have received, or may receive in the future, in a timely manner or at all, may be limited by, among other things, applicable securities law and regulations, and global market and macroeconomic conditions, which could adversely impact our business, financial condition, cash flows, and results of operations.

Additionally, we may be required to make substantial

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based on merit despite, in some cases, limited prior work or industry experience.

We believe these arrangements offer our

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Furthermore, since 2020, we have entered into channel sales relationships and strategic alliances with various global system integrators that we believe provide us with more diverse go-to-market opportunities and access to a wider base of potential customers and pool of qualified subcontractor personnel that we can call upon to enhance and augment our implementation and engineering services.

- challenges in successfully identifying, evaluating, and collaborating or teaming with one or more third-party partners or suppliers in order to jointly pursue, secure, and perform under large or complex customer contracts, including certain government procurement programs;

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We have also increased our focus on new technologies, such as AI.

Additionally, there has recently been a tightening of the credit markets and rising interest rates, as well as instability in the financial services sector, which have negatively impacted the capital raising environment.

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- the ongoing COVID-19 pandemic, ongoing Russia-Ukraine conflict, and related challenging macroeconomic conditions may adversely affect our business and operations;

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

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

For example, in January 2021, we entered into a channel sales relationship with International Business Machines Corporation (“IBM”), pursuant to which IBM is supplying a new product leveraging certain components of Foundry integrated with IBM’s Cloud Pak for Data.

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.

as well as existing and larger customers across the potential 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.

While the ongoing COVID-19 pandemic and the ongoing Russia-Ukraine conflict have provided certain new opportunities for our business to expand, they have also created many negative headwinds that present risks to our business and results of operations.

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.

It is not possible at this time to estimate the full impact that the COVID-19 pandemic, Russia-Ukraine conflict, and related challenging macroeconomic conditions will have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted.

We cannot guarantee that it will not be materially negative.

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.

If a natural disaster, power outage, connectivity issue or other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time.

The increase in remote working may also result in increased consumer privacy, data security, and fraud risks, and our understanding of applicable legal and regulatory requirements, as well as the latest guidance from regulatory authorities may be subject to legal or regulatory challenge, particularly as regulatory guidance evolves in response to future developments.

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.

During April 2021, we fully repaid the outstanding term loans in an aggregate principal amount of $200.0 million and mutually agreed with the lenders and other applicable parties under our revolving credit facility to amend our credit facility to, among other things, increase the commitments under the revolving credit facility by $200.0 million, for total revolving commitments of $400.0 million.

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.

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

As a result of these assessments, the above $492.7 million of total value of Strategic Commercial Contracts excludes an aggregate of $262.2 million of the value of certain contracts when compared to amounts as of September 30, 2022.

Certain companies with which we have entered into commercial contracts have been, and may continue

In addition, our software is deployed on-premises at customer sites and in other locations where we may not have full control over how our products are deployed or managed.

solutions.

Some AI scenarios present ethical issues.

The provisioning of additional cloud hosting capacity requires lead time.

or more of our platforms or features, we could lose existing customers, and we may be unable to compete effectively.

While we have established procedures, including a review

- the Virginia Consumer Data Protection Act, enacted in March 2021 and became effective on January 1, 2023;

- the Colorado Privacy Act, which was enacted in June 2021, will become effective on July 1, 2023;

- the Utah Consumer Privacy Act, which was enacted in March 2022, and will become effective December 31, 2023; and

- Connecticut’s Act Concerning Personal Data Privacy and Online Monitoring, which was enacted in May 2022 and most of which will become effective July 1, 2023.

*This section of this Annual Report on Form 10-K generally discusses fiscal years [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between fiscal years [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of fiscal year [removed: 2021] [added: 2022] items and year-to-year comparisons between fiscal years [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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, [removed: 2021,] [added: 2022,] which was filed with the SEC on February [removed: 24, 2022] [added: 21, 2023] and is incorporated herein by reference.*

We have built [removed: three] [added: four] principal software platforms, Gotham, Foundry, [added: Apollo,] and [removed: Apollo.][added: our Artificial Intelligence Platform (“AIP”).]

Gotham and Foundry enable institutions to transform massive amounts of information into an integrated data asset that reflects their [removed: operations.][added: operations, and AIP leverages the power of our existing machine learning technologies alongside large language models (“LLMs”) directly within Gotham and/or Foundry to help connect AI to enterprise data.]

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

[removed: Foundry is] becoming a central operating system not only for individual institutions but also for entire industries.

While our focus in the short term remains on making our [removed: 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.

For the year ended December 31, [removed: 2022,] [added: 2023,] we generated [removed: $1.9] [added: $2.2] billion in revenue, reflecting a [removed: 24%] [added: 17%] growth rate from the year ended December 31, [removed: 2021,] [added: 2022,] when we generated [removed: $1.5] [added: $1.9] billion in revenue.

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

In the year ended December 31, [removed: 2021, our losses] [added: 2023, we generated income] from operations [removed: were $411.0] [added: of $120.0] million, or adjusted income from operations of [removed: $473.5] [added: $632.8] million when excluding stock-based compensation and related employer payroll taxes.

In the year ended December 31, [removed: 2021,] [added: 2023,] our gross profit was [removed: $1.2] [added: $1.8] billion, reflecting a gross margin of [removed: 78%,] [added: 81%,] or 82% when excluding stock-based compensation.

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

During the period ended December 31, [removed: 2022,] [added: 2023,] we had [removed: 367] [added: 497] customers, including companies in various commercial sectors and government agencies around the world.

During the period ended December 31, [removed: 2021,] [added: 2022,] we had [removed: 237] [added: 367] customers.

As of December 31, [removed: 2022,] [added: 2023,] we expect to generate revenue [removed: under our existing customer] [added: from] contracts [added: closed during the year ended December 31, 2023] for an additional [removed: 2.8] [added: 3.4] 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, [removed: including existing contractual obligations] [added: based on the total potential lifetime length] and [removed: assuming] [added: value of contracts entered into with, or awarded by, our customers at the time of contract execution, presuming] that our customers will exercise all of the contractual options available to [removed: them,] [added: them] and [removed: is subject to change as we enter into new contracts or if customers terminate for convenience.][added: no termination of contracts,]

Our average revenue for the top twenty customers during the trailing twelve months ended December 31, [removed: 2022] [added: 2023] was [removed: $49.4] [added: $54.6] million, which grew [removed: 13%] [added: 11%] from an average of [removed: $43.6] [added: $49.4] million in revenue from the top twenty customers during the trailing twelve months ended December 31, [removed: 2021,] [added: 2022,] demonstrating our expanding relationships with existing customers.

We [removed: enter into initial] [added: conduct] pilots [added: and bootcamps] with customers, generally at our own expense and without a guarantee of future returns, in order to access a unique set of opportunities that others may pass over for lack of resources and shorter investment horizons.

In the year ended December 31, [removed: 2022, 56%] [added: 2023, 55%] of our revenue came from government customers and [removed: 44%] [added: 45%] came from commercial customers.

In the year ended December 31, [removed: 2022,] [added: 2023,] we generated [removed: 61%] [added: 62%] of our revenue from customers in the United States and the remaining [removed: 39%] [added: 38%] from non-U.S. customers.

Revenue from our U.S. customers during the trailing twelve months ended December 31, [removed: 2022] [added: 2023] was [removed: $1.2] [added: $1.4] billion, which grew [removed: 32%] [added: 19%] from the prior twelve-month period.

However, large government [removed: customers,] [added: customers] in [removed: particular,] [added: 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 [removed: *Item] [added: “*Item] 1A.

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

[removed: Total remaining deal value presumes the exercise of all contract options and no termination of contracts; however,] [added: However,] the majority of our contracts are subject to termination provisions, including for convenience, and there can be no guarantee that contracts are not terminated or that contract options will be exercised.

[removed: Total] [added: Further, total] remaining deal value [removed: excludes] [added: may exclude] 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, [removed: 2022,] [added: 2023,] the total remaining deal value of the contracts, as defined above, was [removed: $3.7] [added: $3.9] billion, [removed: down 3%] [added: up 5%] from December 31, [removed: 2021,] [added: 2022,] when our total remaining deal value of such contracts was [removed: $3.8] [added: $3.7] billion.

Of our total remaining deal value, as of December 31, [removed: 2022,] [added: 2023,] the total remaining deal value of the contracts that we entered into with commercial customers, including existing contractual obligations and available contractual options, as defined above, was [removed: $2.0] [added: $2.1] billion, [removed: down 23%] [added: up 7%] from December 31, [removed: 2021,] [added: 2022,] when the total remaining deal value of such contracts was [removed: $2.6] [added: $2.0] billion.

As of December 31, [removed: 2022,] [added: 2023,] 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 [added: available to those government agencies, was $1.8 billion, up 4% from December 31, 2022, when the total value of such contracts was $1.7 billion.]

When calculating the total remaining deal value of government contracts, we do not include government contracts known as IDIQ contracts, totaling [removed: $2.8] [added: $4.1] billion, as of December 31, [removed: 2022,] [added: 2023,] that we have been awarded, but where the funding of such contracts has not yet been determined.

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, [removed: the ongoing COVID-19 pandemic, the impact of the ongoing Russia-Ukraine conflict, rising inflation and] [added: geopolitical tensions, heightened] interest rates, monetary policy changes, and foreign currency fluctuations.

Additionally, these macroeconomic impacts have [removed: generally disrupted] [added: disrupted, and may continue to disrupt,] the operations of our customers and prospective customers.

We continue to closely monitor the impact of [removed: the ongoing Russia-Ukraine conflict] [added: various geopolitical tensions] and [removed: its] [added: their] global impacts on our business.

While the [removed: conflict is] [added: ongoing Russia-Ukraine and Israel conflicts are] still evolving and the [removed: outcome remains] [added: outcomes remain] highly uncertain, we do not expect that [removed: the Russian invasion] [added: resulting challenging macroeconomic conditions] will have a material impact on our business [removed: and] [added: or] results of operations.

We do not currently have office locations in Russia [added: or Palestinian territories] and none of our revenues came from sales to entities headquartered in [removed: Russia.][added: those countries or territories.]

[removed: Our] [added: However, our] current operations related to Ukraine [added: and Israel] are not material to our financial position or results of operations.

[removed: However, if] [added: If] the [removed: conflict continues] [added: respective conflicts continue] or [removed: worsens,] [added: worsen,] leading to greater disruptions and uncertainty within the technology industry or global economy, our business and results of operations could be negatively impacted.

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

Our contracts with customers [added: and vendors] are primarily denominated in U.S. dollars.

[removed: As a result,] [added: However,] the general strengthening of the U.S. dollar relative to other major foreign currencies (primarily the Euro and GBP) [removed: had] [added: has had, and could in the future have,] an unfavorable impact on our revenues [added: and expenses] from certain non-U.S. [removed: customers; however, that impact for the year ended December 31, 2022 was not material to our financial position] [added: customers] or [removed: results of operations.][added: vendors whose contracts are denominated in currencies other than U.S. dollars.]

Foundry is

In 2023, we began deploying our newest offering, AIP, which is designed for customers across the commercial and government sectors, enabling them to derive value from recent breakthroughs in artificial intelligence via the combination of our existing software platforms with LLMs.

We believe AIP uniquely allows users to connect LLMs and other AI with their data and operations to facilitate decision-making within the legal, ethical, and security constraints that they require.

although the majority of our contracts are subject to termination provisions, including for convenience, and there can be no guarantee that contracts are not terminated or that contract options will be exercised.

Total remaining deal value is the total remaining value of contracts that have been entered into with, or awarded by, our customers as of the end of the reporting period.

Total remaining deal value presumes the exercise of all contract options available to our customers and no termination of contracts.

Geopolitical Tensions

Our business operations are subject to interruption by events that are beyond our control, including geopolitical tensions.

In 2023, we announced partnerships with Ukraine to support its defense and reconstruction efforts and investigations of potential war crimes, among other activities.

In 2024, we agreed to a strategic partnership with the Israeli Defense Ministry to supply technology to Israel to assist in the ongoing war.

Additionally, certain of our U.S. and non-U.S. subsidiaries may hold monetary assets and liabilities in currencies other than their functional currency (primarily the JPY, Euro, and GBP), which could subject our results of operations and cash flows to adverse fluctuations due to changes in such foreign currency exchange rates as compared to the U.S. dollar.

For the year ended December 31, 2023, such impacts were not material to our financial position or results of operations.

such early- or growth-stage customers.

We encourage investors and others to review our business, results of operations, and financial information in their

| | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | 2022 | | |

| Income (loss) from operations | | | $ | 119,966 | | | | | $ | (161,201) | |

We agree to provide

| Government | | | $ | 1,222,215 | | | | | $ | 1,071,776 | | | | | $ | 150,439 | | | | | 14 | | % |

| Commercial | | | 1,002,797 | | | | | | 834,095 | | | | | | 168,702 | | | | | | 20 | | % |

| Total revenue | | | $ | 2,225,012 | | | | | $ | 1,905,871 | | | | | $ | 319,141 | | | | | 17 | | % |

Of the increase, $79.6 million was from existing customers as of December 31, 2022, which included an offsetting decrease of $31.1 million of revenue from Strategic Commercial Contracts.

Revenue from U.S. commercial customers was $457.1 million for the year ended December 31, 2023 compared to $335.1 million for the same period in 2022.

| Gross profit | | | 1,793,907 | | | | | | 1,497,322 | | | | | | 296,585 | | | | | | 20 | | % |

| Gross margin | | | 81 | | % | | | | 79 | | % | | | | | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | Amount | | | | | | % | | |

The increases were

The increase was primarily due to increases of $17.2 million in payroll and other payroll-related costs driven by higher average headcount, $9.6 million in third-party cloud hosting services and other IT costs, and $9.2 million in stock-based compensation expense and related expenses.

This decrease was partially offset by an increase of $15.0 million in payroll and other payroll-related costs driven by higher average headcount.

| | | | 2023 | | | | | | 2022 | | | | | | Amount | | | | | | % | | |

Additionally, stock-based compensation expenses decreased due to the cancellation and vesting of options and RSUs during the year.

| | | | 2023 | | | | | | 2022 | | | | | | Amount | | | | | | | | |

| Interest income | | | $ | 132,572 | | | | | $ | 20,309 | | | | | $ | 112,263 | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | Amount | | | | | | | | |

There was no material change in interest expense for the year ended December 31, 2023 compared to 2022.

| | | | 2023 | | | | | | 2022 | | | | | | Amount | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | Amount | | | | | | | | |

Provision for income taxes increased by $9.6 million for the year ended December 31, 2023 compared to 2022 primarily due to the increase in foreign income taxes as the result of higher foreign taxable income and higher foreign withholding taxes in the current year.

We had cash, cash equivalents, and short-term U.S. treasury securities totaling $3.7 billion available as of December 31, 2023.

For over a decade, Gotham

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 scale.

Total remaining deal value is the total remaining value of contracts that have been awarded by our government and commercial customers and includes existing contractual obligations and unexercised contract options available to those customers.

Total remaining deal value also includes remaining contract value from Strategic Commercial Contracts, which are subject to termination for cause provisions.

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.

COVID-19 Impact

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

The extent to 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.

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.

As such, our travel and office-related expenditures have increased, and may continue to increase moving forward.

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

The economic effects of the pandemic and resulting societal changes are currently not predictable.

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.

As a result, customers are increasingly adopting our software, which can be ready in days, over internal software development efforts, which may take months or years.

Russia-Ukraine Conflict

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.

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

————

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

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

| | | | Years Ended December 31, | | | | | | | | | | | | | | |

(1) Includes stock-based compensation expense as follows (in thousands):

| Cost of revenue | | | $ | 44,061 | | | | | $ | 68,546 | | | | | $ | 139,627 | |

(i) On September 30, 2020, in connection with our Direct Listing, we incurred $769.5 million and $8.4 million of stock-based compensation using the accelerated attribution method related to the satisfaction of the performance-based vesting condition for RSUs and growth units, respectively, that had satisfied the service-based vesting condition as of such date.

| Gross profit | | | 79 | | | | | | 78 | | | | | | 68 | | |

| Government | | | $ | 1,071,776 | | | | | $ | 897,356 | | | | | $ | 174,420 | | | | | 19 | | % |

| Commercial | | | 834,095 | | | | | | 644,533 | | | | | | 189,562 | | | | | | 29 | | % |

| Total revenue | | | $ | 1,905,871 | | | | | $ | 1,541,889 | | | | | $ | 363,982 | | | | | 24 | | % |

Revenue growth slowed compared to the prior year as a result of increased delays in the completion of the U.S. government budgeting process when compared to their budgeting process in the prior year.

Of the increase, $96.8 million was from new customers as of December 31, 2021, of which $27.0 million was revenue from customers with which we had entered into concurrent Investment Agreements.

| Gross profit | | | 1,497,322 | | | | | | 1,202,485 | | | | | | 294,837 | | | | | | 25 | | % |

Gross margin increased as a result of revenue growth outpacing costs of revenue.

The decrease was partially offset by increases of $22.8 million in payroll and other payroll-related costs driven by increased headcount attributable to our research and development function, $12.0 million in travel and office-related costs, and $11.6 million in third-party cloud hosting services and other IT costs driven by increased usage to support customer growth and expansion, as well as other IT costs to support company growth.

The decrease was primarily due to a decrease of $113.0 million in stock-based compensation expense and related expenses.

This decrease was partially offset by increases of $34.1 million in travel and office-related costs, $28.9 million in payroll and other payroll-related costs driven by increased headcount attributable to our general and administrative functions, $15.0 million in professional service fees mainly related to legal and financial services, and a $10.1 million allowance for credit losses.

| Sales and marketing | | | 196,301 | | | | | | 242,910 | | | | | | (46,609) | | | | | | (19) | | % |

| Research and development | | | 93,871 | | | | | | 150,298 | | | | | | (56,427) | | | | | | (38) | | % |

| General and administrative | | | 230,565 | | | | | | 316,461 | | | | | | (85,896) | | | | | | (27) | | % |

We are exposed to market risks in the ordinary course of our business, which primarily relate to fluctuations in the value of our investments, interest rates, foreign [added: currency] exchange, and inflation.

We have sold, and may continue to sell, some or all of [removed: our] [added: such] existing [removed: investments.][added: equity securities.]

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

Our cash, cash equivalents, [removed: and] restricted [removed: cash] [added: cash, and available-for-sale debt securities] consist of cash, [removed: certificates of deposit, and] [added: short-term U.S. treasury securities,] money market [removed: funds.][added: funds, and certificates of deposit.]

Our results of current and future operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in [removed: the Euro] [added: JPY, Euro,] and GBP.

We have experienced, and may continue to experience, fluctuations in net [removed: loss] [added: income (loss)] as a result of transaction gains or losses related to remeasuring certain [removed: assets] [added: asset] and liability balances that are denominated in foreign currencies.

As of December 31, 2023, we held outstanding shares of publicly-traded equity securities valued at $18.3 million.

As of December 31, 2023, we held outstanding shares of privately-held equity securities valued at $32.6 million.

Valuations of our privately-held equity securities are complex due to, among other things, the lack of liquidity and the lack of readily available market data.

Uncertainties in the global economic climate and financial markets, or in the business, financial results,

or conditions of companies we hold equity in, could adversely impact the valuations of such companies and, therefore, result in an impairment or downward adjustment in the value of our holdings.

We have and may continue to accept securities as consideration or invest in securities, which may contribute to additional volatility to our consolidated statements of operations.

The primary objective of our investment activities and strategies are focused on the preservation of capital and supporting our liquidity requirements.

As of December 31, 2022, we had outstanding investments in marketable securities valued at $35.1 million.

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

We record gains or losses as the fair value of these Investments change and as we sell them.

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

During the fiscal year ended December 31, 2022, net unrealized losses of $159.0 million 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.

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

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

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

We have built [removed: three] [added: four] principal software [removed: platforms, Palantir Gotham (“Gotham”), Palantir Foundry (“Foundry”),] [added: platforms: Gotham, Foundry, Apollo,] and [removed: Palantir Apollo (“Apollo”).][added: AIP.]

Gotham and Foundry enable institutions to transform massive amounts of information into an integrated data asset that reflects their [removed: operations.][added: operations, and AIP leverages the power of our existing machine learning technologies alongside large language models (“LLMs”) directly within Gotham and/or Foundry to help connect AI to enterprise data.]

[removed: Apollo] [added: Apollo, which we began offering as a commercial solution in 2021,] is a cloud-agnostic, single control layer that coordinates ongoing delivery of new features, security updates, and platform configurations, helping to ensure the continuous operation of critical [removed: systems and allowing our customers to run their software in virtually any environment.][added: systems.]

Recent crises and systemic shocks, such as the ongoing [removed: COVID-19 pandemic and the ongoing] Russia-Ukraine [removed: conflict,] [added: and Israel conflicts,] 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.

[Table of [removed: Contents](#i906e7aef1c274338a29de70844f3334b_4)][added: Contents](#ib147758498444d3bb149e7f22b34a337_7)]

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

We have built [removed: three] [added: four] principal software [removed: platforms: Gotham, Foundry,] [added: platforms, Palantir Gotham (“Gotham”), Palantir Foundry (“Foundry”), Palantir Apollo (“Apollo”),] and [removed: Apollo.][added: Palantir Artificial Intelligence Platform (“AIP”).]

The vertically integrated nature of [removed: Gotham and Foundry] [added: these platforms] allows users of varying technical abilities to collaborate effectively in our platforms.

Each platform is comprised of user-facing applications that [removed: are] [added: may be] targeted to the specific industries and sectors in which they are used.

[removed: Where] [added: While] they vary in specific functionality, they align in approach.

[removed: Both] [added: These] platforms, backed by Apollo, can be deployed in almost any environment.

Gotham is now used broadly across government [removed: functions.][added: functions, and we also offer Gotham to our commercial customers.]

Today, Apollo enables the rapid, secure delivery of our software and updates across our [removed: business.][added: business, and also enables our customers to securely deploy their own software in virtually any environment.]

[removed: In 2021, we began offering] Apollo [removed: as a commercial solution to allow] [added: allows] our customers to [removed: securely deploy] [added: run] their [removed: own] software in virtually any environment.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 367] [added: 497] customers.

Our software is currently used across [removed: more than 60] [added: approximately 80] industries around the world.

Of the [removed: $1.9] [added: $2.2] billion in revenue that we generated in [removed: 2022, 56%] [added: 2023, 55%] came from customers in the government segment, and [removed: 44%] [added: 45%] came from customers in the commercial segment.

In [removed: 2022,] [added: 2023,] we earned [removed: 61%] [added: 62%] of our revenue from customers in the United States, and [removed: 39%] [added: 38%] from those abroad.

The average revenue for our top twenty customers during the trailing twelve months ended December 31, [removed: 2022] [added: 2023] was [removed: $49.4] [added: $54.6] million, and is up from [removed: 2021,] [added: 2022,] when the average revenue from our top [removed: 20] [added: twenty] customers during the trailing twelve months ended December 31, [removed: 2021] [added: 2022] was [removed: $43.6] [added: $49.4] million, demonstrating our expanding relationships with existing customers.

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

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

We anticipate that our reach among an increasingly broad set of customers, in both the commercial and government sectors, will accelerate moving [removed: forward.][added: forward, aided by our AIP bootcamps.]

Our proximity to [removed: these] [added: a variety of] businesses and the industries in which they are operating has enhanced, and is expected to continue enhancing, our own product and business development efforts, as we continue expanding access to our platforms to the broadest possible set of customers.

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

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

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

We [added: have and] are [removed: working on similar] [added: continuing to develop] partnerships in the [added: airline,] insurance, healthcare, automotive, [added: security] and [added: risk management, and] government sectors, which we anticipate will have a significant impact on our business moving forward.

We intend to capture an even greater share of U.S. federal government spending on software [removed: systems, following our 2018 legal victory in federal court.][added: systems.]

We have entered into, and continue to explore the development of, [removed: 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: This channel] [added: These cloud partnerships] emerged as an extension of the large computing requirements for our platforms and the migration towards the cloud as the hosting environment of choice for many customers.

We focus on innovating and developing new features and modules for our [added: new and] existing platforms, [added: including AIP,] or new products, and further enhancing the functionality, reliability, usability, and performance of our platforms.

By leveraging the tens of thousands of front-line hours across various industries and using emerging technologies, we can better anticipate customer needs and bring new use cases and new applications of [removed: existing] services to our existing and potential customers.

We build software platforms that enable our customers to integrate their own data — data [removed: that] [added: to which] they already [removed: have.][added: have access.]

The same technology that makes [removed: Palantir] [added: Palantir’s software platforms] so analytically powerful — [removed: its] [added: the] ability to construct a model of the real world from countless data points — is what allows our customers to monitor and control access to that data and its use.

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 [removed: responsibly.][added: responsibly, including the consideration of AI ethics and best practices.]

Some examples of the ways in which our software facilitates data protection [removed: at] [added: for] our customers follow below.

- Our platforms provide a secure, privacy-protective cloud-based data enclave [removed: to centralize] [added: which centralizes] data on COVID-19 for collaborative clinical research.

- [removed: *Access Controls.*] [added: *Granular Access Controls and Dynamic Data Minimization.*] Our platforms provide [removed: highly] granular access restrictions with [removed: subtle and] flexible [removed: access permissions,] [added: permissions frameworks,] such as [removed: temporal] [added: role-, temporal-,] and purpose-based [removed: limitations.][added: access controls.]

Our platforms [added: also] maintain audit logs and make them accessible to [removed: (and readable by)] authorized [removed: users to help] [added: users, allowing] them [added: to] both [removed: retroactively] investigate [removed: and proactively identify] [added: potential past] misuse of [removed: systems.][added: systems and flag suspicious activity proactively.]

- *Data Retention and Deletion.* [removed: Institutions] [added: System administrators] must be able to implement flexible and auditable retention policies and verify that data [removed: flagged] [added: scheduled] for deletion has truly been [removed: purged] [added: removed] from the system.

In 2023, we began deploying our newest offering, AIP, which is designed for customers across the commercial and government sectors, enabling them to derive value from recent breakthroughs in artificial intelligence via the combination of our existing

software platforms with LLMs.

We believe AIP uniquely allows users to connect LLMs and other AI with their data and operations to facilitate decision-making within the legal, ethical, and security constraints that they require.

With AIP, trusted data from relevant sources can be integrated into business logic, machine-language models, optimizers, and other computations spread across varying environments to power enterprise processes and help drive critical decisions.

Customers may bundle these platforms together as a single ecosystem.

AIP provides an integrated architecture to Gotham and Foundry that can bring AI to every decision.

AIP

AIP enables responsible AI-advantage across the enterprise by using primary, core components built to effectively activate LLMs and other AI within any organization.

It provides unified access to open-source, self-hosted, and commercial LLMs that can transform structured and unstructured data into LLM-understandable objects and can turn organizations’ actions and processes into tools for humans and LLM-driven agents.

AIP can allow organizations to power operational use of AI and LLMs with interfaces for decision making, feedback, and safe hand-off among AI agents and human operators with wide-spectrum security and audit controls, which allow for granular control over model usage and integrated human review checkpoints throughout the workflows.

AIP is designed to be seamlessly bundled with existing Palantir offerings such as the Foundry, Gotham, and Apollo platforms.

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Beginning in 2023, we introduced AIP bootcamps to the initial stages of our customer acquisition process, which helped to accelerate these discussions and provide an opportunity for our customers to experience our platforms through their own use cases in days.

[Table of Contents](#ib147758498444d3bb149e7f22b34a337_7)

Additionally, during 2023, we introduced AIP bootcamps, which allow us to deliver real workflows on actual customer data in days.

We continue to believe we are uniquely positioned to provide commercially available software to the U.S. federal government.

Our government customers remain a meaningful and resilient source of revenue for our business.

We have also continued to explore the establishment of channel sales relationships and similar alliances with public and private organizations, opening a path for us to partner with varying providers, including smaller technology providers.

For example, in December 2023, we, through Palantir Technologies Japan KK, entered into a strategic global partnership with Fujitsu Limited through which the parties will incorporate the capabilities of Foundry and AIP as a key element in the data infrastructure for Fujitsu Uvance, a portfolio of global solutions that address business challenges and solve societal issues.

[Table of Contents](#ib147758498444d3bb149e7f22b34a337_7)

Our AIP bootcamps have and may continue to provide a forum to experience these new use cases and applications.

[Table of Contents](#ib147758498444d3bb149e7f22b34a337_7)

- A financial institution required strong cryptographic guarantees of access control and selective revelation for sensitive client information on a need-to-know basis.

Palantir Foundry’s integrated obfuscation tool for cryptographic processes provided both IT and data governance teams with the necessary functionality and security assurances to establish privacy and governance safeguards in operational workflows carried out by non-technical users.

This service, in conjunction with system-wide advanced encryption at both storage and network levels, helps to ensure continuous security guarantees for data throughout the full data use and management lifecycle.

These access control frameworks enable users to see only the specific information necessary for a defined task and only for the duration needed to complete it.

Beyond access controls, organizations can also apply dynamic data minimization procedures such as pseudonymization, obfuscation, and encryption to adhere to compliance obligations while considering the context of specific workflows.

- *Sensitive Data Discovery and Management.* Palantir’s software platforms enable users to securely integrate and analyze sensitive data.

To ensure robust governance and to enforce data protection and compliance policies, our platforms also come with tools to detect and manage the use of such sensitive data.

- *Oversight and Auditability.* Overseeing sensitive user actions within a system is critical to ensure that data is used appropriately and in compliance with applicable policies and regulations.

Palantir’s software platforms enable our customers’ internal governance, compliance, or audit teams to easily understand the nature of such sensitive user actions.

Our platforms allow organizations to ensure that out-of-date, expired, or irrelevant information is removed efficiently in order to improve data protection, governance, and compliance in accordance with applicable regulations.

- *Data Provenance.* Providing users with well-curated, up-to-date data is critical for building trust in an organization’s data foundation.

Our platforms automatically maintain complete records of both data provenance and all transformations applied to data in the system, allowing users to assess the reliability of the data and facilitate the review and correction of inaccuracies when necessary.

[Table of Contents](#ib147758498444d3bb149e7f22b34a337_7)

[Table of Contents](#ib147758498444d3bb149e7f22b34a337_7)

Other than in France, where we recognize a works council, we do not recognize a union or works council in respect of employees in other jurisdictions.

[Table of Contents](#ib147758498444d3bb149e7f22b34a337_7)

Overview

See further discussion

The two platforms can either be used separately or bundled together as a single ecosystem.

We also offer Gotham to our commercial customers, including to those in the financial services industry in connection with fraud investigations.

An overview of those customers and the ways in which they use our software follows below.

Our Software at Work

Our software is in the hands of factory workers, soldiers, clinicians, prosecutors, investigators, claims adjusters, technicians, intelligence analysts, and social workers around the world.

Industries and Sectors

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

The deployment of our software soon grew into Skywise, our aviation platform that has become the central operating system of the airline industry.

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

Decision makers at each of these institutions use Skywise to more efficiently design, manufacture, service, operate, and maintain their global fleets.

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.

Similarly, when it comes to our work with defense and intelligence agencies, our software is not only used by individual organizations but is also used to enable sharing of information and collaboration across agencies and countries.

This is made possible by our software’s access controls, which enable agencies to work on the same platform simultaneously and securely.

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 scale, though we do not currently anticipate entering into new investments to purchase, or commit to purchase, securities of special purpose acquisition companies.

For example, Skywise is our aviation platform that we have developed in partnership with Airbus.

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

The adoption of our software has been swift.

Since June 2017, Skywise has expanded from zero to more than one hundred airlines on the platform.

Each one is now an existing or potential customer.

The ruling requires the government to consider commercially available products, such as our software, before attempting to build its own.

- A multinational insurer sought to build and apply machine-learning models to surface fraudulent insurance claims, while ensuring that processing was sufficiently transparent, interpretable, and accountable to decision makers and oversight authorities.

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.

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.

Our software provides inference tools to assist institutions in detecting the presence of such data so that they can flag and handle the data appropriately.

- *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

complexity of federation so that users can access the information they need without directly integrating the source into the platform.

- *Audit Logging and Analysis.* User actions — including searches, data use justifications, access requests, analyst collaborations, and report generation — within a system must be recorded to ensure that authorized oversight entities, both internal to an institution and external, can confirm appropriate and lawful data usage.

- *Data Integrity and Redress.* Our platforms track the provenance and version history of all data in the system so that users can assess the reliability of the data and review and correct inaccuracies.

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.

Other than our employees in France, who are represented by a works council, none of our employees is represented by a labor union.

or in any other report or document we file with the SEC.

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For the fiscal year ended December 31, [removed: 2022][added: 2023]

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

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

The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of the shares of Class A common stock on June 30, [removed: 2022] [added: 2023] as reported by the New York Stock Exchange on such date was approximately [removed: $16.6] [added: $29.3] billion.

As of February [removed: 14, 2023,] [added: 13, 2024,] there were [removed: 1,997,726,022] [added: 2,110,901,985] shares of the registrants’ Class A common stock outstanding, [removed: 102,656,175] [added: 100,826,007] shares of the registrant’s Class B common stock outstanding, and 1,005,000 shares of the registrant’s Class F common stock outstanding.

Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders to be held in [removed: 2023] [added: 2024] are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, [removed: 2022.][added: 2023.]

| [Item [removed: 1.](#i906e7aef1c274338a29de70844f3334b_13)] [added: 1.](#ib147758498444d3bb149e7f22b34a337_16)] | | | [removed: [Business](#i906e7aef1c274338a29de70844f3334b_13)] [added: [Business](#ib147758498444d3bb149e7f22b34a337_16)] | | | [removed: [5](#i906e7aef1c274338a29de70844f3334b_13)] [added: [4](#ib147758498444d3bb149e7f22b34a337_16)] | | |

| [Item [removed: 1A.](#i906e7aef1c274338a29de70844f3334b_61)] [added: 1A.](#ib147758498444d3bb149e7f22b34a337_52)] | | | [Risk [removed: Factors](#i906e7aef1c274338a29de70844f3334b_61)] [added: Factors](#ib147758498444d3bb149e7f22b34a337_52)] | | | [removed: [13](#i906e7aef1c274338a29de70844f3334b_61)] [added: [12](#ib147758498444d3bb149e7f22b34a337_52)] | | |

| [Item [removed: 1B.](#i906e7aef1c274338a29de70844f3334b_67)] [added: 1B.](#ib147758498444d3bb149e7f22b34a337_58)] | | | [Unresolved Staff [removed: Comments](#i906e7aef1c274338a29de70844f3334b_67)] [added: Comments](#ib147758498444d3bb149e7f22b34a337_58)] | | | [removed: [61](#i906e7aef1c274338a29de70844f3334b_67)] [added: [61](#ib147758498444d3bb149e7f22b34a337_58)] | | |

| [Item [removed: 2.](#i906e7aef1c274338a29de70844f3334b_70)] [added: 2.](#ib147758498444d3bb149e7f22b34a337_61)] | | | [removed: [Properties](#i906e7aef1c274338a29de70844f3334b_70)] [added: [Properties](#ib147758498444d3bb149e7f22b34a337_61)] | | | [removed: [61](#i906e7aef1c274338a29de70844f3334b_70)] [added: [62](#ib147758498444d3bb149e7f22b34a337_61)] | | |

| [Item [removed: 3.](#i906e7aef1c274338a29de70844f3334b_73)] [added: 3.](#ib147758498444d3bb149e7f22b34a337_64)] | | | [Legal [removed: Proceedings](#i906e7aef1c274338a29de70844f3334b_73)] [added: Proceedings](#ib147758498444d3bb149e7f22b34a337_64)] | | | [removed: [61](#i906e7aef1c274338a29de70844f3334b_73)] [added: [63](#ib147758498444d3bb149e7f22b34a337_64)] | | |

| [Item [removed: 4.](#i906e7aef1c274338a29de70844f3334b_76)] [added: 4.](#ib147758498444d3bb149e7f22b34a337_67)] | | | [Mine Safety [removed: Disclosures](#i906e7aef1c274338a29de70844f3334b_76)] [added: Disclosures](#ib147758498444d3bb149e7f22b34a337_67)] | | | [removed: [61](#i906e7aef1c274338a29de70844f3334b_76)] [added: [63](#ib147758498444d3bb149e7f22b34a337_67)] | | |

| [Item [removed: 5.](#i906e7aef1c274338a29de70844f3334b_82)] [added: 5.](#ib147758498444d3bb149e7f22b34a337_73)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i906e7aef1c274338a29de70844f3334b_82)] [added: Securities](#ib147758498444d3bb149e7f22b34a337_73)] | | | [removed: [62](#i906e7aef1c274338a29de70844f3334b_82)] [added: [64](#ib147758498444d3bb149e7f22b34a337_73)] | | |

| [Item [removed: 6.](#i906e7aef1c274338a29de70844f3334b_85)] [added: 6.](#ib147758498444d3bb149e7f22b34a337_76)] | | | [removed: [\[Reserved\]](#i906e7aef1c274338a29de70844f3334b_85)] [added: [\[Reserved\]](#ib147758498444d3bb149e7f22b34a337_76)] | | | | | |

| [Item [removed: 7.](#i906e7aef1c274338a29de70844f3334b_88)] [added: 7.](#ib147758498444d3bb149e7f22b34a337_79)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i906e7aef1c274338a29de70844f3334b_88)] [added: Operations](#ib147758498444d3bb149e7f22b34a337_79)] | | | [removed: [63](#i906e7aef1c274338a29de70844f3334b_88)] [added: [65](#ib147758498444d3bb149e7f22b34a337_79)] | | |

| [Item [removed: 7A.](#i906e7aef1c274338a29de70844f3334b_127)] [added: 7A.](#ib147758498444d3bb149e7f22b34a337_115)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i906e7aef1c274338a29de70844f3334b_127)] [added: Risk](#ib147758498444d3bb149e7f22b34a337_115)] | | | [removed: [78](#i906e7aef1c274338a29de70844f3334b_127)] [added: [79](#ib147758498444d3bb149e7f22b34a337_115)] | | |

| [Item [removed: 8.](#i906e7aef1c274338a29de70844f3334b_130)] [added: 8.](#ib147758498444d3bb149e7f22b34a337_118)] | | | [Financial Statements and Supplementary [removed: Data](#i906e7aef1c274338a29de70844f3334b_130)] [added: Data](#ib147758498444d3bb149e7f22b34a337_118)] | | | [removed: [80](#i906e7aef1c274338a29de70844f3334b_130)] [added: [81](#ib147758498444d3bb149e7f22b34a337_118)] | | |

| [Item [removed: 9](#i906e7aef1c274338a29de70844f3334b_202)[.](#i906e7aef1c274338a29de70844f3334b_202)] [added: 9.](#ib147758498444d3bb149e7f22b34a337_193)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i906e7aef1c274338a29de70844f3334b_202)] [added: Disclosure](#ib147758498444d3bb149e7f22b34a337_193)] | | | [removed: [117](#i906e7aef1c274338a29de70844f3334b_202)] [added: [114](#ib147758498444d3bb149e7f22b34a337_193)] | | |

| [Item [removed: 9A.](#i906e7aef1c274338a29de70844f3334b_205)] [added: 9A.](#ib147758498444d3bb149e7f22b34a337_196)] | | | [Controls and [removed: Procedures](#i906e7aef1c274338a29de70844f3334b_205)] [added: Procedures](#ib147758498444d3bb149e7f22b34a337_196)] | | | [removed: [117](#i906e7aef1c274338a29de70844f3334b_205)] [added: [114](#ib147758498444d3bb149e7f22b34a337_196)] | | |

| [Item [removed: 9B.](#i906e7aef1c274338a29de70844f3334b_946)] [added: 9B.](#ib147758498444d3bb149e7f22b34a337_199)] | | | [Other [removed: Information](#i906e7aef1c274338a29de70844f3334b_946)] [added: Information](#ib147758498444d3bb149e7f22b34a337_199)] | | | [removed: [118](#i906e7aef1c274338a29de70844f3334b_946)] [added: [114](#ib147758498444d3bb149e7f22b34a337_199)] | | |

| [Item [removed: 9C.](#i906e7aef1c274338a29de70844f3334b_991)] [added: 9C.](#ib147758498444d3bb149e7f22b34a337_202)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i906e7aef1c274338a29de70844f3334b_991)] [added: Inspections](#ib147758498444d3bb149e7f22b34a337_202)] | | | [removed: [118](#i906e7aef1c274338a29de70844f3334b_991)] [added: [115](#ib147758498444d3bb149e7f22b34a337_202)] | | |

| [Item [removed: 10.](#i906e7aef1c274338a29de70844f3334b_1010)] [added: 10.](#ib147758498444d3bb149e7f22b34a337_208)] | | | [Directors, Executive [removed: Officers](#i906e7aef1c274338a29de70844f3334b_1010) [an](#i906e7aef1c274338a29de70844f3334b_1010)[d] [added: Officers and] Corporate [removed: Governance](#i906e7aef1c274338a29de70844f3334b_1010)] [added: Governance](#ib147758498444d3bb149e7f22b34a337_208)] | | | [removed: [118](#i906e7aef1c274338a29de70844f3334b_1010)] [added: [115](#ib147758498444d3bb149e7f22b34a337_208)] | | |

| [Item [removed: 11.](#i906e7aef1c274338a29de70844f3334b_1017)] [added: 11.](#ib147758498444d3bb149e7f22b34a337_211)] | | | [Executive [removed: Compensation](#i906e7aef1c274338a29de70844f3334b_1017)] [added: Compensation](#ib147758498444d3bb149e7f22b34a337_211)] | | | [removed: [118](#i906e7aef1c274338a29de70844f3334b_1017)] [added: [116](#ib147758498444d3bb149e7f22b34a337_211)] | | |

| [Item [removed: 12.](#i906e7aef1c274338a29de70844f3334b_1023)] [added: 12.](#ib147758498444d3bb149e7f22b34a337_214)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i906e7aef1c274338a29de70844f3334b_1023)] [added: Matters](#ib147758498444d3bb149e7f22b34a337_214)] | | | [removed: [118](#i906e7aef1c274338a29de70844f3334b_1023)] [added: [116](#ib147758498444d3bb149e7f22b34a337_214)] | | |

| [Item [removed: 13.](#i906e7aef1c274338a29de70844f3334b_1039)] [added: 13.](#ib147758498444d3bb149e7f22b34a337_217)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i906e7aef1c274338a29de70844f3334b_1039)] [added: Independence](#ib147758498444d3bb149e7f22b34a337_217)] | | | [removed: [118](#i906e7aef1c274338a29de70844f3334b_1039)] [added: [116](#ib147758498444d3bb149e7f22b34a337_217)] | | |

| [Item [removed: 14.](#i906e7aef1c274338a29de70844f3334b_1034)] [added: 14.](#ib147758498444d3bb149e7f22b34a337_220)] | | | [Principal Accountant Fees and [removed: Services](#i906e7aef1c274338a29de70844f3334b_1034)] [added: Services](#ib147758498444d3bb149e7f22b34a337_220)] | | | [removed: [118](#i906e7aef1c274338a29de70844f3334b_1034)] [added: [116](#ib147758498444d3bb149e7f22b34a337_220)] | | |

| [Item [removed: 15.](#i906e7aef1c274338a29de70844f3334b_1048)] [added: 15.](#ib147758498444d3bb149e7f22b34a337_226)] | | | [Exhibit and Financial Statement [removed: Schedules](#i906e7aef1c274338a29de70844f3334b_1048)] [added: Schedules](#ib147758498444d3bb149e7f22b34a337_226)] | | | [removed: [118](#i906e7aef1c274338a29de70844f3334b_1048)] [added: [116](#ib147758498444d3bb149e7f22b34a337_226)] | | |

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

- our expectations regarding the effects of existing and developing laws and regulations, including with respect to taxation, privacy, data protection, [added: cybersecurity,] and [removed: cybersecurity;][added: artificial intelligence (“AI”);]

- our expectations regarding new and evolving [removed: markets;][added: markets, such as AI;]

- our expectations regarding macroeconomic conditions, including [removed: rising inflation] [added: global political] and [added: economic uncertainty, heightened] interest [removed: rates and] [added: rates, or] monetary policy changes;

- the impacts of [removed: the ongoing coronavirus (“COVID-19”) pandemic and the ongoing Russia-Ukraine conflict,] [added: catastrophic events,] including [added: natural disasters, global pandemics, geopolitical tensions, terrorism, or other events beyond our control,] on our and our customers’, vendors’, and partners’ respective businesses and the markets in which we and our customers, vendors, and partners operate;

- the impacts of the volatility and fluctuations in currency exchange rates, including an increase in the strength of the [removed: U.S.] [added: United States (“U.S.”)] dollar, on the costs of our products outside of the United States and on customer demand; and

[Table of Contents](#ib147758498444d3bb149e7f22b34a337_7)

| | | | [PART I](#ib147758498444d3bb149e7f22b34a337_13) | | | | | |

| [Item 1C.](#ib147758498444d3bb149e7f22b34a337_968) | | | [Cybersecurity](#ib147758498444d3bb149e7f22b34a337_968) | | | [61](#ib147758498444d3bb149e7f22b34a337_58) | | |

| | | | [PART II](#ib147758498444d3bb149e7f22b34a337_70) | | | | | |

| | | | [PART III](#ib147758498444d3bb149e7f22b34a337_205) | | | | | |

| | | | [PART IV](#ib147758498444d3bb149e7f22b34a337_223) | | | | | |

| [Item 16](#ib147758498444d3bb149e7f22b34a337_229). | | | [Form 10-K Summary](#ib147758498444d3bb149e7f22b34a337_229) | | | [118](#ib147758498444d3bb149e7f22b34a337_229) | | |

[Table of Contents](#ib147758498444d3bb149e7f22b34a337_7)

- our expectations regarding the amount, timing, and manner of any stock repurchases;

[Table of Contents](#ib147758498444d3bb149e7f22b34a337_7)

| | | | [PART I](#i906e7aef1c274338a29de70844f3334b_10) | | | | | |

| | | | [PART II](#i906e7aef1c274338a29de70844f3334b_79) | | | | | |

| | | | [PART III](#i906e7aef1c274338a29de70844f3334b_998) | | | | | |

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

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

Risk Management and Strategy

We maintain a security organization that is responsible for overseeing security practices across the Company, including with respect to information, personnel, and facilities.

Our information security team maintains policies and processes for assessing, identifying, and managing material risk from cybersecurity and other information security threats, including as may be related to our third party vendors and suppliers.

Our Chief Information Security Officer leads our information security team and works with Palantir’s other departments in areas such as facilities, physical security, operations, data protection, information technology, product development, finance,

[Table of Contents](#ib147758498444d3bb149e7f22b34a337_7)

legal and compliance, where necessary in assessing and reviewing risks and identifying actions to be taken.

As part of our overall approach to risk management, we monitor and evaluate the sufficiency of our policies, processes and controls, including with respect to cybersecurity risks and process.

Regular assessments and reviews, both internal and independent, are conducted on Palantir information assets and networks, including systems, devices, applications, and related computing resources, to evaluate potential risks and vulnerabilities, identify actions to be taken, and evaluate the effectiveness of our cybersecurity program and controls.

Risk management exercises occur regularly, and in response to changes in Company operations, risk landscape, and threat actor activities using threat modeling, risk forecasting, and other techniques to identify where investments in security should be made.

Internal assessments occur based on results from risk management exercises, changes in infrastructure, cybersecurity risks, threat actor activity, and in response to other internal or external events.

External assessments are conducted by independent assessors, consultants, or auditors, as relevant, and occur regularly in order to maintain our certifications and accreditations with certain compliance regimes (for example, FedRAMP).

We also provide employees with policies and training in areas such as ethics, corruption, information security, social engineering, data protection, and compliance, and with regular updates on the cybersecurity program and potential threats.

Additionally, Palantir utilizes third-party software, services, and providers in our cybersecurity program in furtherance of our security processes such as endpoint security, threat intelligence, cloud security, and authentication services.

The third-party vendors we engage with are generally required to implement industry standard technical, administrative, cybersecurity, and physical measures designed to protect the security and confidentiality of Palantir information (including customer information).

Additionally, such providers undergo review, dependent on the software and services they are expected to provide, as part of our vendor onboarding process and may be subject to additional review upon certain critical events, or in connection with contract renewals.

Third-party providers must notify Palantir promptly of relevant security incidents.

We face a number of cybersecurity risks in connection with our business.

To date, our business strategy, results of operations, and financial condition have not been materially affected by cybersecurity incidents.

For additional information, please refer to *Item 1A.

“Risk Factors”* in this Annual Report on Form 10-K, including the risk factors under the section entitled *“Risks Related to Intellectual Property, Information Technology, Data Privacy, and Security”*.

Governance

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational.

We have designed and implemented processes to manage risk in our operations.

Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management.

Our Board of Directors administers its cybersecurity risk oversight function directly and may choose to administer this function through its committees as well.

Our Chief Information Security Officer oversees our cybersecurity program, policies and processes, including those described in “Risk Management and Strategy” above, and works with the information security team and other stakeholders on the prevention, detection, mitigation, response and remediation of cybersecurity incidents, as applicable.

As our information security team monitors the security and effectiveness of our policies and processes, they also work to keep the Chief Information Security Officer and other members of leadership informed of critical incidents, process updates, or other material details, in accordance with our internal reporting structure.

Our Chief Information Security Officer in turn provides periodic briefings to our Board of Directors regarding our company’s cybersecurity risks and activities, which would include recent material cybersecurity incidents and related responses, if any, changes to the risk landscape, and updates or changes to the cybersecurity program.

Our Chief Information Security Officer has over 15 years of direct, technical cybersecurity experience in the commercial and government sectors, and holds an undergraduate degree in infrastructure assurance and a graduate degree in information security engineering, as well as certifications in information security.

The information security team includes employees with broad ranging experience in cybersecurity threat assessments and detection, incident response, and mitigation and management of various types of threats, including from insiders and nation-state actors.

We have leased principal properties in Denver, Colorado, which is the location of our corporate headquarters; in Palo Alto, California; New York City, New York; [added: Washington, D.C.;] and London, England.

In addition, we lease various [added: other] office [removed: space] [added: spaces] throughout the world.

[Table of Contents](#ib147758498444d3bb149e7f22b34a337_7)

[Table of [removed: Contents](#i906e7aef1c274338a29de70844f3334b_4)][added: Contents](#ib147758498444d3bb149e7f22b34a337_7)]

As of February [removed: 14, 2023,] [added: 13, 2024,] there were [removed: 850] [added: 1,076] holders of record of our Class A common stock, [removed: 32] [added: 28] holders of record of our Class B common stock, and one holder of record of our Class F common stock.

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: 2022.][added: 2023.]

[Table of [removed: Contents](#i906e7aef1c274338a29de70844f3334b_4)][added: Contents](#ib147758498444d3bb149e7f22b34a337_7)]

[removed: ][added: ]

Issuer Purchases of Equity Securities

In August 2023, our Board of Directors authorized the Share Repurchase Program which allows for the repurchase of up to $1.0 billion of our outstanding shares of Class A common stock.

The Share Repurchase Program does not obligate us to repurchase any specific number of shares and may be discontinued at any time.

During the year ended December 31, 2023, we did not repurchase any shares of our Class A common stock under the Share Repurchase Program.

For additional information see *Note 9.

Stockholders’ Equity* in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i906e7aef1c274338a29de70844f3334b_136)] [added: Firm](#ib147758498444d3bb149e7f22b34a337_124)] (PCAOB ID: 42) | | | [removed: [81](#i906e7aef1c274338a29de70844f3334b_136)] [added: [82](#ib147758498444d3bb149e7f22b34a337_124)] | | |

| [Consolidated Balance [removed: Sheets](#i906e7aef1c274338a29de70844f3334b_139)] [added: Sheets](#ib147758498444d3bb149e7f22b34a337_127)] | | | [removed: [85](#i906e7aef1c274338a29de70844f3334b_139)] [added: [85](#ib147758498444d3bb149e7f22b34a337_127)] | | |

| [Consolidated Statements of [removed: Operations](#i906e7aef1c274338a29de70844f3334b_142)] [added: Operations](#ib147758498444d3bb149e7f22b34a337_130)] | | | [removed: [86](#i906e7aef1c274338a29de70844f3334b_142)] [added: [86](#ib147758498444d3bb149e7f22b34a337_130)] | | |

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

| [Consolidated Statements of Cash [removed: Flows](#i906e7aef1c274338a29de70844f3334b_151)] [added: Flows](#ib147758498444d3bb149e7f22b34a337_139)] | | | [removed: [90](#i906e7aef1c274338a29de70844f3334b_151)] [added: [89](#ib147758498444d3bb149e7f22b34a337_139)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i906e7aef1c274338a29de70844f3334b_154)] [added: Statements](#ib147758498444d3bb149e7f22b34a337_142)] | | | [removed: [92](#i906e7aef1c274338a29de70844f3334b_154)] [added: [90](#ib147758498444d3bb149e7f22b34a337_142)] | | |

We have audited the accompanying consolidated balance sheets of Palantir Technologies Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: loss, redeemable convertible and convertible preferred stock and] [added: income (loss),] stockholders’ [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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 at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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 [removed: framework)] [added: framework),] and our report dated February [removed: 21, 2023] [added: 20, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note 2 to the consolidated financial statements, the Company generates [removed: its] revenue [removed: primarily] from the sale of subscriptions to access its software [added: platforms] in the Company’s hosted environment, along with ongoing operations and maintenance (“O&M”) services (“Palantir Cloud”); software licenses, primarily term licenses in the customers’ environments, with ongoing O&M services (“On-Premises 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, [removed: the] determining whether promises are distinct performance obligations that should be accounted for separately – or not distinct within the context of the contract and, thus, accounted for together – requires significant judgment. The Company concluded that the promise to provide a software license is highly interdependent and interrelated with the promise to provide O&M services and such promises are not distinct within the context of its contracts and are accounted for as a single performance obligation for the 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 software licenses and O&M services should be accounted for as distinct performance obligations or combined as a single performance obligation. | | |

We have audited Palantir Technologies Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: loss, redeemable convertible and convertible preferred stock and] [added: income (loss),] stockholders’ [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 21, 2023] [added: 20, 2024] expressed an unqualified opinion thereon.

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [added: 831,047 | | | | | $ |] 2,598,540 | | | | | $ | 2,290,674 | |

| Accounts receivable, net | | | [removed: 258,346] [added: 364,784] | | | | | | [removed: 190,923] [added: 258,346] | | |

| Marketable securities | | | [removed: 35,135] [added: 2,843,132] | | | | | | [removed: 234,153] [added: 35,135] | | |

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

| Total current assets | | | [removed: 3,041,577] [added: 4,138,618] | | | | | | [removed: 2,863,250] [added: 3,041,577] | | |

| Property and equipment, net | | | [removed: 69,170] [added: 47,758] | | | | | | [removed: 31,304] [added: 69,170] | | |

| Restricted [removed: cash, noncurrent] [added: cash included in other assets] | | | [added: 18,690 | | | | | |] 12,551 | | | | | | 39,612 | | |

| Operating lease right-of-use assets | | | [removed: 200,240] [added: 182,863] | | | | | | [removed: 216,898] [added: 200,240] | | |

| Total assets | | | $ | [removed: 3,461,239] [added: 4,522,425] | | | | | $ | [removed: 3,247,450] [added: 3,461,239] | |

| Accounts payable | | | $ | [removed: 44,788] [added: 12,122] | | | | | $ | [removed: 74,907] [added: 44,788] | |

| Accrued liabilities | | | [removed: 172,715] [added: 222,991] | | | | | | [removed: 155,806] [added: 172,715] | | |

| Deferred revenue | | | [removed: 183,350] [added: 246,901] | | | | | | [removed: 227,816] [added: 183,350] | | |

| Customer deposits | | | [removed: 141,989] [added: 209,828] | | | | | | [removed: 161,605] [added: 141,989] | | |

| Operating lease liabilities | | | [removed: 45,099] [added: 54,176] | | | | | | [removed: 39,927] [added: 45,099] | | |

| Total current liabilities | | | [removed: 587,941] [added: 746,018] | | | | | | [removed: 660,061] [added: 587,941] | | |

| Deferred revenue, noncurrent | | | [removed: 9,965] [added: 28,047] | | | | | | [removed: 40,217] [added: 9,965] | | |

| Customer deposits, noncurrent | | | [removed: 3,936] [added: 1,477] | | | | | | [removed: 33,699] [added: 3,936] | | |

| Operating lease liabilities, noncurrent | | | [removed: 204,305] [added: 175,216] | | | | | | [removed: 220,146] [added: 204,305] | | |

| Other noncurrent liabilities | | | [removed: 12,655] [added: 10,702] | | | | | | [removed: 2,297] [added: 12,655] | | |

| Total liabilities | | | [removed: 818,802] [added: 961,460] | | | | | | [removed: 956,420] [added: 818,802] | | |

| Common stock, $0.001 par value: 20,000,000 Class A shares authorized as of December 31, [removed: 2022] [added: 2023] and [removed: December 31, 2021; 1,995,414] [added: 2022; 2,096,982] and [removed: 1,926,589] [added: 1,995,414] shares issued and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: December 31, 2021,] [added: 2022,] respectively; 2,700,000 Class B shares authorized as of December 31, [removed: 2022] [added: 2023] and [removed: December 31, 2021; 102,656] [added: 2022; 102,141] and [removed: 99,880] [added: 102,656] shares issued and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: December 31, 2021,] [added: 2022,] respectively; and 1,005 Class F shares authorized, issued, and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: December 31, 2021] [added: 2022] | | | [removed: 2,099] [added: 2,200] | | | | | | [removed: 2,027] [added: 2,099] | | |

| Additional paid-in capital | | | [removed: 8,427,998] [added: 9,122,173] | | | | | | [removed: 7,777,085] [added: 8,427,998] | | |

| Accumulated other comprehensive [removed: loss] [added: income (loss), net] | | | [removed: (5,333)] [added: 801] | | | | | | [removed: (2,349)] [added: (5,333)] | | |

| Accumulated deficit | | | [removed: (5,859,438)] [added: (5,649,613)] | | | | | | [removed: (5,485,733)] [added: (5,859,438)] | | |

| Total stockholders’ equity | | | [removed: 2,565,326] [added: 3,475,561] | | | | | | [removed: 2,291,030] [added: 2,565,326] | | |

| Noncontrolling interests | | | [removed: 77,111] [added: 85,404] | | | | | | [removed: —] [added: 77,111] | | |

| [Consolidated Statements of Stockholders' Equity](#ib147758498444d3bb149e7f22b34a337_136) | | | [88](#ib147758498444d3bb149e7f22b34a337_136) | | |

February 20, 2024

February 20, 2024

| | | | 2023 | | | | | | 2022 | | |

| Prepaid expenses and other current assets | | | 99,655 | | | | | | 149,556 | | |

| Other assets | | | 153,186 | | | | | | 150,252 | | |

| Net unrealized gain (loss) on available-for-sale securities | | | 3,435 | | | | | | — | | | | | | — | | |

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

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

| 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 | |

| Other, net | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 743 | | | | | | 743 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 209,825 | | | | | | 209,825 | | | | | | 7,550 | | | | | | 217,375 | | |

| Balance as of December 31, 2023 | | | 2,200,128 | | | | | | $ | 2,200 | | | | | $ | 9,122,173 | | | | | $ | 801 | | | | | $ | (5,649,613) | | | | | $ | 3,475,561 | | | | | $ | 85,404 | | | | | $ | 3,560,965 | |

| Net income (loss) | | | $ | 217,375 | | | | | $ | (371,094) | | | | | $ | (520,379) | |

| Noncash consideration | | | (46,609) | | | | | | (15,537) | | | | | | — | | |

| Other operating activities | | | (29,449) | | | | | | 16,328 | | | | | | 2,767 | | |

| Prepaid expenses and other current assets | | | (6,197) | | | | | | (24,811) | | | | | | (10,974) | | |

| Proceeds from sales of alternative investments | | | 51,072 | | | | | | — | | | | | | — | | |

| Restricted cash included in prepaid expenses and other current assets | | | 370 | | | | | | 16,244 | | | | | | 36,628 | | |

Debt Securities

Debt securities are primarily comprised of U.S. treasury securities.

The debt securities are classified as available-for-sale at the time of purchase and are reevaluated as of each balance sheet date.

The Company considers the majority of its available-for-sale debt securities as available for use in current operations and may sell these securities at any time, and therefore classifies these securities as current assets in its consolidated balance sheets.

Debt securities included in marketable securities on the consolidated balance sheets consist of U.S. treasury securities with original maturities of greater than three months at the time of purchase, and the remaining U.S. treasury securities are included in cash and cash equivalents.

Interest income on debt securities is included in other income (expense), net on the consolidated statements of operations.

The majority of the Company’s available-for-sale securities are recorded at fair value each reporting period using quoted prices of similar instruments and are classified within Level 2 of the fair value hierarchy.

The Company evaluates investments with unrealized loss positions for other than temporary impairment by assessing if they are related to deterioration in credit risk and whether it expects to recover the entire amortized cost basis of the security, the Company’s intent to sell, and whether it is more likely than not that the Company will be required to sell the securities before the recovery of their cost basis.

Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized in other income (expense), net in the consolidated statements of operations.

Unrealized gains and non-credit related losses are reported as a separate component of accumulated other comprehensive loss, net in the consolidated balance sheets until realized.

Customer I represented 15% of total accounts receivable as of December 31, 2023, and no other customer represented more than 10% of total accounts receivable as of December 31, 2023.

In instances where the timing of revenue recognition differs from the timing of payment, the Company elected to apply the practical expedient in accordance with ASC 606 to not adjust contract consideration for the

Significant estimates and assumptions are used in the identification of performance obligations in customer contracts and collectability of contract consideration, including accounts receivable.

Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that management believes to be reasonable under the circumstances.

Actual results could differ from those estimates and such differences could affect our financial position and results of operations.

The Company determines the grant-date fair value of RSUs with both a service-based vesting condition and a performance-based vesting condition as the fair value of the Company’s common stock on the grant date and records stock-based compensation expense using the accelerated attribution method over the service period.

For performance-based RSUs granted after the Direct Listing (“P-RSUs”), the Company recognizes expense from the number of P-RSUs expected to vest, determined based on the level of achievement against certain performance conditions, over the requisite service period when it is probable that the performance condition will be achieved.

The probability of achievement is assessed periodically to determine whether the performance metric continues to be probable.

When there is a change in the assessment of the probability of achievement, any cumulative effect of the change is recognized in the period of the change and any remaining expense of the related awards is amortized over the remaining service period.

The Company considers all evidence, both positive and negative, in determining any required valuation allowance and evaluates the need for a valuation allowance on a regular basis.

The Company performs an assessment of both positive and negative evidence when determining whether it is more likely

| | | | | | |

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

| [Consolidated Statements of Redeemable Convertible and Convertible Preferred Stock and Stockholders' Equity](#i906e7aef1c274338a29de70844f3334b_148) | | | [88](#i906e7aef1c274338a29de70844f3334b_148) | | |

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.

Palantir Technologies Inc.

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

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

| Restricted cash | | | 16,244 | | | | | | 36,628 | | |

| Other assets | | | 137,701 | | | | | | 96,386 | | |

*The accompanying notes are an integral part of these consolidated financial statements.*

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

*(in thousands)*

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

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

| Balance as of December 31, 2019 | | | 4,017 | | | | | | $ | 33,569 | | | | | 742,840 | | | | | | $ | 2,093,662 | | | | | | | | 581,497 | | | | | | $ | 588 | | | | | $ | 1,857,331 | | | | | 6,393 | | | | | | $ | (38,895) | | | | | $ | (703) | | | | | $ | (3,798,963) | | | | | $ | (1,980,642) | |

| Conversion of Series H-1 convertible preferred stock to common stock | | | — | | | | | | — | | | | | | (28) | | | | | | (100) | | | | | | | | | 28 | | | | | | — | | | | | | 100 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 100 | | |

| Issuance of Series K convertible preferred stock | | | — | | | | | | — | | | | | | 121 | | | | | | 947 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Issuance of Series D preferred stock upon net exercise of Series D preferred stock warrants | | | — | | | | | | — | | | | | | 2,380 | | | | | | 10,810 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Repurchase of common stock, held in treasury | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (808) | | | | | | — | | | | | | — | | | | | | 808 | | | | | | (3,777) | | | | | | — | | | | | | — | | | | | | (3,777) | | |

| Retirement of treasury stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | (7) | | | | | | (42,665) | | | | | | (7,201) | | | | | | 42,672 | | | | | | — | | | | | | — | | | | | | — | | |

| Issuance of common stock upon net exercise of common stock warrants | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 7,631 | | | | | | 8 | | | | | | (8) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Issuance of common stock, net of issuance costs | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 206,501 | | | | | | 207 | | | | | | 942,322 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 942,529 | | |

| Conversion of redeemable convertible preferred stock to common stock | | | (4,017) | | | | | | (33,569) | | | | | | — | | | | | | — | | | | | | | | | 4,017 | | | | | | 4 | | | | | | 33,565 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,569 | | |

| Conversion of convertible preferred stock to common stock | | | — | | | | | | — | | | | | | (745,313) | | | | | | (2,105,319) | | | | | | | | | 793,726 | | | | | | 794 | | | | | | 2,104,525 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,105,319 | | |

| Conversion of preferred stock warrants to common stock warrants | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 31,007 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,007 | | |

| Settlement of employee loan accounted for as a modification to stock option | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (3,500) | | | | | | (4) | | | | | | (201) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (205) | | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,166,391) | | | | | | (1,166,391) | | |

| Balance as of December 31, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | | | | 1,792,140 | | | | | | $ | 1,792 | | | | | $ | 6,488,857 | | | | | — | | | | | | $ | — | | | | | $ | (2,745) | | | | | $ | (4,965,354) | | | | | $ | 1,522,550 | |

Consolidated Statements of Cash Flows

| Other operating activities | | | 6,677 | | | | | | 2,722 | | | | | | 4,280 | | |

| Proceeds from the issuance of common stock, net of issuance costs | | | — | | | | | | — | | | | | | 942,529 | | |

| Proceeds from issuance of debt, net of borrowing costs | | | — | | | | | | — | | | | | | 199,369 | | |

| Cash paid for interest | | | 5 | | | | | | 2,774 | | | | | | 11,432 | | |

| Supplemental disclosures of non-cash investing and financing information: | | | | | | | | | | | | | | | | | |

| Conversion of redeemable convertible and convertible preferred stock to common stock | | | $ | — | | | | | $ | — | | | | | $ | 2,138,988 | |

| Conversion of convertible preferred stock warrants to common stock warrants | | | — | | | | | | — | | | | | | 31,007 | | |

| Cashless net exercise of warrants for convertible preferred stock | | | — | | | | | | — | | | | | | 10,810 | | |

For such investments, the share of the investee’s results of operations is included as a component of other income (expense), net in the consolidated statements of operations and the investment balance is included in other assets and classified as noncurrent in the consolidated balance sheets.

Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

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.

During the quarter ended December 31, 2023, the following directors and officers, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:

On November 30, 2023, Alexander Moore, a member of our Board of Directors, adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and

satisfaction of certain price and/or other conditions, with 257,499 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions.

The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

The duration of the trading arrangement is until February 28, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

On December 8, 2023, Eric Woersching, a member of our Board of Directors, adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 35,026 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions.

The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

The duration of the trading arrangement is until June 6, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

On December 12, 2023, David Glazer, our Chief Financial Officer and Treasurer, adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 1,479,169 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions.

The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

The duration of the trading arrangement is until September 11, 2024, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

On December 12, 2023, Alexander Karp, our Chief Executive Officer and a member of our Board of Directors, adopted a Rule 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon the occurrence and satisfaction of certain price and/or other conditions, with 48,900,000 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions, less any shares to be withheld and/or sold to satisfy applicable tax withholdings.

The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

The duration of the trading arrangement is until June 1, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

On December 12, 2023, Rivendell 7 LLC, a stockholder whose shares may be deemed to be beneficially owned by Peter Thiel (the Chairman of our Board of Directors), adopted a Rule 10b5-1 arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), subject to the satisfaction of certain price and/or other conditions, with 15,000,000 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions.

The duration of the trading arrangement is until March 12, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

On December 12, 2023, STS Holdings II LLC, a stockholder whose shares may be deemed to be beneficially owned by Peter Thiel (the Chairman of our Board of Directors), adopted a Rule 10b5-1 arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), subject to the satisfaction of certain price and/or other conditions, with 5,000,000 shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions.

Trading under the arrangement is not authorized to begin until after all trades under the trading arrangement entered into by Rivendell 7 LLC described above are completed or expired without execution.

The duration of the trading arrangement is until March 12, 2025, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

During the quarter ended December 31, 2023, no other directors or officers, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

None.

The information called for by this item will be set forth in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022] [added: 2023] (“Proxy Statement”) and is incorporated herein by reference.

[removed: 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

| [removed: [4.5*](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit45.htm)] [added: [4.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1321655/000132165523000011/pltr-20221231.htm#i906e7aef1c274338a29de70844f3334b_130)3] | | | [Description of Capital Stock of Palantir Technologies [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit45.htm)] [added: Inc.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1321655/000132165523000011/pltr-20221231.htm#i906e7aef1c274338a29de70844f3334b_130)] | | | [added: 10-K] | | | [added: 001-39540] | | | [added: 4.5] | | | [added: February 21, 2023] | | |

| [removed: [10.3+](https://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex103.htm)] [added: [10.3+](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4ex1032020equityin.htm)[*](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4ex1032020equityin.htm)] | | | [Palantir Technologies Inc. 2020 Equity Incentive Plan and related form [removed: agreements.](https://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex103.htm)] [added: agreements.](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4ex1032020equityin.htm)] | | | [removed: S-1/A] | | | [removed: 333-248413] | | | [removed: 10.3] | | | [removed: September 9, 2020] | | |

| [removed: [21.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit211.htm)] | | | [List of subsidiaries of Palantir Technologies Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit211.htm) | | | [added: 10-K] | | | [added: 001-39540] | | | [added: 21.1] | | | [added: February 21, 2023] | | |

| [removed: [23.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit231.htm)] [added: [23.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4exhibit231.htm)] | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4exhibit231.htm)] | | | | | | | | | | | | | | |

| [removed: [31.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit311.htm)] [added: [31.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4exhibit311.htm)] | | | [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/1321655/000132165523000011/a2022q4exhibit311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4exhibit311.htm)] | | | | | | | | | | | | | | |

| [removed: [31.2*](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit312.htm)] [added: [31.2*](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4exhibit312.htm)] | | | [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/1321655/000132165523000011/a2022q4exhibit312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4exhibit312.htm)] | | | | | | | | | | | | | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit321.htm)[†](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4exhibit321.htm)[†](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4exhibit321.htm)] | | | [Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4exhibit321.htm)] | | | | | | | | | | | | | | |

| [97.1](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4ex971compensation.htm)[*](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4ex971compensation.htm) | | | [C](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4ex971compensation.htm)[o](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4ex971compensation.htm)[mpensation Recovery](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4ex971compensation.htm) [Policy](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4ex971compensation.htm) | | | | | | | | | | | | | | |

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

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

| [10.9](https://www.sec.gov/Archives/edgar/data/1321655/000132165522000016/a2022q2exhibit101.htm) | | | [Consulting Agreement between the Company and Spencer Rascoff, dated June 6, 2022.](https://www.sec.gov/Archives/edgar/data/1321655/000132165522000016/a2022q2exhibit101.htm) | | | 10-Q | | | 001-39540 | | | 10.1 | | | August 8, 2022 | | |

| Date: February [removed: 21, 2023] [added: 20, 2024] | | | | | | By: | | | /s/ Alexander C. Karp | | |

| Alexander C. Karp | | | Chief Executive Officer and Director (*Principal Executive Officer*) | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| Stephen Cohen | | | President and Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| David Glazer | | | Chief Financial Officer (*Principal Financial Officer*) | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| [removed: Jeffrey Buckley] [added: Heather Planishek] | | | Chief Accounting Officer *(Principal Accounting Officer*) | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| Lauren Friedman Stat | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| Alexander Moore | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| Alexandra Schiff | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| Peter Thiel | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| Eric Woersching | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Heather Planishek | | | | | | | | |

| /s/ Jeffrey Buckley | | | | | | | | |