Palantir Technologies (PLTR) 10-K risk factor changes: FY2025 vs FY2024

- [removed: until recent quarters,] we [removed: had a history of incurring net losses, and we] anticipate our operating expenses will continue to [removed: increase,] [added: increase] and we may not be able to maintain profitability in the future;

- [removed: unfavorable] [added: our reputation and business may be harmed by] news or social media coverage [removed: may harm] [added: or other external scrutiny of Palantir or] our [removed: reputation and business;][added: leadership;]

- issues raised by the use of AI (including machine [removed: learning and] [added: learning,] large [removed: language models)] [added: language, and other generative or agentic AI models and applications, and software functionality to operationalize the foregoing)] in our platforms and business may result in reputational harm or liability;

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

[removed: Until recent quarters, we had a history of incurring net losses, and we] [added: We] anticipate our operating expenses will continue to [removed: increase,] [added: increase] and we may not be able to maintain profitability in the future.

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

[removed: As we continue to expand our business, industry verticals, and the breadth of our operations, upgrade our infrastructure,] hire additional employees, expand into new markets, invest in research and development, invest in sales and marketing, [removed: including expanding our sales organization and related sales-based payments that may come with such expansion,] lease more real estate to accommodate our anticipated future growth, and incur costs associated with general administration, including expenses related to being a public company, we expect that our costs of revenue and operating expenses will continue to increase.

Though we have [removed: begun to integrate] [added: integrated] shorter, more cost-effective programs such as bootcamps, these initial deployments (including bootcamps) may result in no or minimal future revenue.

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

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 [added: certain customer segments relative to other markets or customer segments.]

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

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 Russia-Ukraine conflict and related economic sanctions, the conflict resulting from Hamas’ attack on [removed: Israel, heightened] [added: Israel and the ongoing conflict in the Middle East, fluctuating] interest rates, monetary policy changes, [removed: or] foreign currency [removed: fluctuations),] [added: fluctuations, or the potential or actual imposition of tariffs or other impacts on trade relations),] 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.

If our sales efforts to a potential customer do not result in sufficient revenue to justify our investments, including [removed: in] our [removed: growing direct] [added: investments in] sales [removed: force,] [added: and marketing,] our business, financial condition, and results of operations could be adversely affected.

Our top three customers together accounted for [removed: 17%] [added: 16%] and [removed: 18%] [added: 17%] of our revenue for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Our top three customers by revenue for the year ended December 31, [removed: 2024,] [added: 2025,] have been with us for an average of [removed: nine] [added: ten] years as of December 31, [removed: 2024.][added: 2025.]

Our customers have no obligation to renew, upgrade, or expand their agreements with us after the terms of their existing agreements [added: have expired.]

[removed: If our customers do not renew or expand their agreements with] us or if they renew their contracts for shorter lengths or on other terms less favorable to us, our revenue may grow more slowly than expected or decline, and our business could suffer.

As of December 31, [removed: 2024,] [added: 2025,] 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: $5.4] [added: $11.2] billion.

Of our total remaining deal value, as of December 31, [removed: 2024, $3.1] [added: 2025, $6.8] billion was the remaining deal value of our contracts with commercial customers and [removed: $2.3] [added: $4.4] billion was the remaining deal value of our contracts with government customers.

In addition, delays in the completion of the U.S. government’s budgeting process, the use of continuing resolutions, and a potential lapse in appropriations, or similar events in other jurisdictions, [removed: has] [added: have] and could in the future adversely affect our ability to timely recognize revenue under certain government contracts.

[added: The timing of] customer billing and payment varies from contract to contract.

- cyberattacks and other actual or perceived [removed: data] [added: data, privacy, cyber,] or [added: physical] security breaches or [removed: incidents;][added: incidents, and related expenses;]

- general economic, regulatory, and market conditions, including the impacts of ongoing conflicts, such as those in [removed: Russia-Ukraine] [added: Russia-Ukraine,] and [removed: Israel,] [added: Israel] and [added: the broader Middle East, and] any related economic sanctions and regional instability, [removed: heightened] [added: fluctuating] interest rates, monetary policy changes, [removed: or] foreign currency [removed: fluctuations.][added: fluctuations, or the potential or actual imposition of tariffs or other impacts on trade relations.]

The variability and unpredictability of our quarterly results of operations, cash flows, or other operating metrics could result in our failure to meet our expectations or those of analysts that cover us or investors with respect to revenue or other key metrics [added: for a particular period.]

[removed: While we have historically billed and] collected payments for multiple contract years from certain customers in advance, we have shifted, and may continue to shift, to collecting payments on an annual or other basis, including in arrears.

[removed: Inability] [added: The inability] to meet the unique needs of our customers may result in customer dissatisfaction and/or damage to our reputation, which could materially harm our business.

It is possible that our platforms may also be intentionally misused or abused by customers or their employees or third parties [added: who obtain access and use of our platforms.]

For example, we and our peers and competitors are investing more significantly in AI (including machine learning, large [removed: language] [added: language,] and other generative [added: and agentic] AI models, and software functionality to operationalize the foregoing).

- reluctance of customers to purchase products incorporating [removed: generative] AI; and

For example, in March 2024, we were selected by the U.S. Army to develop and deliver the Tactical Intelligence Targeting Access Node ground station system, the Army’s first AI-defined vehicle, which [removed: will involve] [added: involves] coordination with third parties such as hardware manufacturers.

As we continue to grow, we face challenges of integrating, developing, retaining, and motivating our employee base [added: of 4,429 full-time employees as of December 31, 2025] in various countries around the world.

As our organization continues to [removed: grow,] [added: grow and operate as a public company,] we may find it increasingly difficult to maintain the benefits of our traditional company culture, including our ability to quickly respond to customers, and avoid unnecessary delays that may be associated with a formal corporate structure.

We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by [added: growing companies with global operations in rapidly changing industries.]

It is also possible that remote work arrangements may have a negative impact on our ability to recruit, train, manage, and retain employees; our operations; our information, data security and cybersecurity; consumer privacy and the risk of fraud; the execution of our business plans; our ability to maintain and strengthen our company culture; the [removed: productivity and availability of key personnel and other employees necessary to conduct our business; and on third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices.]

Further, if we are not able to recruit, hire, or retain the talent we need because of increased regulation of immigration or work visas, including limitations placed on the number of visas granted, [added: changes to application processes or fees,] limitations on the type of work performed or location in which the work can be performed, and new or higher minimum salary requirements, it could be more difficult to staff our personnel on customer engagements and could increase our costs.

We incur costs related to attracting, relocating, and retaining qualified personnel in these highly competitive markets, including leasing real estate in prime areas in these [removed: locations.][added: locations and compensation-related expenses.]

If the perceived value of our equity awards declines, or if the mix of equity and cash compensation or the structure and terms of the compensation that we offer is less attractive than that of our competitors, it may adversely affect our ability to recruit and retain highly skilled [added: personnel, and we may incur additional compensation-related expenses to successfully recruit and retain such] personnel.

The successful execution of our strategy to increase our sales to existing customers, identify and engage new customers, and enter new U.S. and non-U.S. markets will depend, among other things, on our ability to successfully build and [removed: expand] [added: deploy] our sales organization and operations.

We often also provide our platforms to potential customers (including individual users

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If our customers do not renew or expand their agreements with

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As we continue to expand our business, industry verticals, and the breadth of our operations, upgrade our infrastructure,

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While we have historically billed and

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Our reputation and business may be harmed by news or social media coverage or other external scrutiny of Palantir or our leadership.

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These relationships could also result in exposure to congressional, regulatory, or other government investigations or inquiries, as well as lawsuits from private parties.

Actions we may take in response to media coverage, activism, investigations, inquiries, litigation, or to protect from security risks, may divert resources and our management’s attention, increase certain operating and other expenses, and further affect our public perception.

- trigger additional external scrutiny or litigation; or

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productivity and availability of key personnel and other employees necessary to conduct our business; and on third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices.

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our revenue growth.

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quickly than we do.

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including in important customer-facing roles as project managers, development leads, and product managers.

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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.

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would be typical of a smaller organization.

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companies.

In

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attract new customers could be negatively affected, our management’s attention could be diverted, and our business, financial condition, and results of operations could be materially and adversely affected.

Increased development and use of AI has also led to a strain on energy resources, which could lead to increased expenses or limited availability of resources needed for our business and operations.

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and limit user access to data sets and develop, deploy, and manage more effective and responsible AI capabilities.

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

Although we have achieved profitability in accordance with U.S. generally accepted accounting principles (“GAAP”) in recent quarters, we incurred net losses in each period from our inception through the third quarter of 2022.

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

certain customer segments relative to other markets or customer segments.

have expired.

The timing of

for a particular period.

who obtain access and use of our platforms.

For example, our headcount has grown from 313 full-time employees as of December 31, 2010 to 3,936 full-time employees as of December 31, 2024, with employees located both in the United States and outside the United States.

If we fail to achieve the necessary level of efficiency in our organization as it grows, our business, financial condition, and results of operations would be harmed.

growing companies with global operations in rapidly changing industries.

associated with operating the platforms and delivering support, training, and documentation in languages other than English and providing services across expanded time-zones.

Our reputation and business may be harmed by news or social media coverage of Palantir or our leadership, including but not limited to coverage that presents, or relies on, inaccurate, misleading, incomplete, or otherwise damaging information.

Our ability to sell or transfer, convert to cash, or realize value from, any

In addition, it is possible that industry consolidation may impact

business strategy.

and services at all or generate any particular level of revenue for us.

acquired company choose not to work for us or if we are unable to retain key personnel, if their technology is not easily adapted to work with ours, or if we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise;

Strategic Commercial Contracts with remaining deal value as of December 31, 2024 have original contract terms, including contractual options, ranging from five to seven years, and are subject to termination for cause provisions.

them, which has negatively impacted, and may continue to negatively impact, our expected revenue and collections.

our terms of service or is otherwise improper or perceived as improper, which could cause reputational damage and adversely affect our business, financial condition, and results of operations.

We also cannot be sure that

customers could be impaired until equivalent services or technology, if available, are identified, procured, and implemented, all of which may take significant time and resources, increase our costs, and could adversely affect our business.

In light of our

protecting our intellectual property or other proprietary rights may be outweighed by the expense or distraction to our management.

or may not be properly mitigated or remediated in configured, reconfigured, upgraded or new software or other releases until after commencement of commercial shipments.

operations.

Many of these laws and regulations are subject to change and

While aspects of both the CCPA and CPRA and their interpretations remain to be determined in practice, we are committed to complying with their applicable obligations.

For example, Connecticut, Virginia, Colorado and Utah each has enacted legislation similar to the CCPA and CPRA that took effect in 2023; Florida, Montana, Oregon, and Texas each has enacted similar legislation that took effect in 2024; Tennessee, Iowa, Delaware, New Hampshire, New Jersey, Maryland, Minnesota, and Nebraska each has enacted similar legislation that have taken, or will take, effect in 2025; and Indiana, Kentucky, and Rhode Island each has enacted similar legislation that will become effective in 2026.

or inadvertent breach of applicable legal, regulatory, or contractual privacy, data protection, or information security requirements by us, our employees, our business partners, or our customers.

In addition, although we have implemented policies and procedures designed to

should the conflict further escalate.

- changes in fiscal or contracting policies or decreases in available government funding;

If our employees are unable to obtain security clearances in a timely manner, or at all, or if our employees who hold security clearances are unable to maintain their clearances

These laws and regulations may impose other added costs on our business, and failure to

Any such damages, penalties, disruption, or limitation in our ability to do business with a government could adversely impact, and could have a material adverse effect on, our business, results of operations, financial condition, public perception, and growth prospects.

- our repurchase of shares of our Class A common stock pursuant to our Share Repurchase Program;

employees, which may discourage lawsuits with respect to such claims against us and our current and former directors, officers, stockholders, or other employees.

There are no guarantees that our Share Repurchase Program will result in increased shareholder value.

*This section of this Annual Report on Form 10-K generally discusses fiscal years [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between fiscal years [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of fiscal year [removed: 2023] [added: 2024] items and year-to-year comparisons between fiscal years [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] 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: 2023,] [added: 2024,] which was filed with the SEC on February [removed: 20, 2024] [added: 18, 2025] and is incorporated herein by reference.*

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

For the year ended December 31, [removed: 2024,] [added: 2025,] we generated [removed: $2.9] [added: $4.5] billion in revenue, reflecting a [removed: 29%] [added: 56%] growth rate from the year ended December 31, [removed: 2023,] [added: 2024,] when we generated [removed: $2.2] [added: $2.9] billion in revenue.

In the year ended December 31, [removed: 2023,] [added: 2025,] we generated income from operations of [removed: $120.0 million,] [added: $1.4 billion,] or adjusted income from operations of [removed: $632.8 million] [added: $2.3 billion] when excluding stock-based compensation and related employer payroll taxes.

In the year ended December 31, [removed: 2023,] [added: 2025,] our gross profit was [removed: $1.8] [added: $3.7] billion, reflecting a gross margin of [removed: 81%,] [added: 82%,] or [removed: 82%] [added: 84%] 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 income [removed: (loss)] from operations and gross profit, see the section titled *“Non-GAAP Reconciliations”* below.

During the period ended December 31, [removed: 2024,] [added: 2025,] we had [removed: 711] [added: 954] customers, including companies in various commercial sectors and government agencies around the world.

During the period ended December 31, [removed: 2023,] [added: 2024,] we had [removed: 497] [added: 711] customers.

As of December 31, [removed: 2024,] [added: 2025,] we expect to generate revenue from contracts closed during [added: each of] the three months and year ended December 31, [removed: 2024] [added: 2025] for an additional [removed: 4.7 and 3.6] [added: four] years, [removed: respectively,] on a dollar-weighted average contract duration basis.

Our average revenue for the top twenty customers during the trailing twelve months ended December 31, [removed: 2024] [added: 2025] was [removed: $64.6] [added: $93.9] million, which grew [removed: 18%] [added: 45%] from an average of [removed: $54.6] [added: $64.6] million in revenue from the top twenty customers during the trailing twelve months ended December 31, [removed: 2023,] [added: 2024,] demonstrating our expanding relationships with existing customers.

In the year ended December 31, [removed: 2024, 55%] [added: 2025, 54%] of our revenue came from government customers and [removed: 45%] [added: 46%] came from commercial customers.

In the year ended December 31, [removed: 2024,] [added: 2025,] we generated [removed: 66%] [added: 74%] of our revenue from customers in the United States and the remaining [removed: 34%] [added: 26%] from non-U.S. customers.

Revenue from our U.S. customers during the trailing twelve months ended December 31, [removed: 2024] [added: 2025] was [removed: $1.9] [added: $3.3] billion, which grew [removed: 38%] [added: 75%] from the prior twelve-month period.

However, many of our contracts are subject to termination provisions, including [added: for convenience, and there can be no guarantee that contracts are not terminated or that contract options will be exercised.]

As of December 31, [removed: 2024,] [added: 2025,] the total remaining deal value of the contracts, as defined above, was [removed: $5.4] [added: $11.2] billion, up [removed: 40%] [added: 105%] from December 31, [removed: 2023,] [added: 2024,] when our total remaining deal value of such contracts was [removed: $3.9] [added: $5.4] billion.

Of our total remaining deal value, as of December 31, [removed: 2024,] [added: 2025,] 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: $3.1] [added: $6.8] billion, up [removed: 47%] [added: 117%] from December 31, [removed: 2023,] [added: 2024,] when the total remaining deal value of such contracts was [removed: $2.1] [added: $3.1] billion.

As of December 31, [removed: 2024,] [added: 2025,] 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 available to those government agencies, was [removed: $2.3] [added: $4.4] billion, up [removed: 30%] [added: 90%] from December 31, [removed: 2023,] [added: 2024,] when the total value of such contracts was [removed: $1.8] [added: $2.3] billion.

When calculating the total remaining deal value of government contracts, we do not include government contracts known as IDIQ contracts, totaling [removed: $3.7] [added: $12.3] billion, as of December 31, [removed: 2024,] [added: 2025,] that we have also been awarded, but where the funding of such contracts has not yet been determined or guaranteed.

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, geopolitical tensions, [removed: heightened] [added: fluctuating] interest rates, monetary policy changes, [removed: and] foreign currency [removed: fluctuations.][added: fluctuations, and the potential or actual imposition of tariffs or other impacts on trade relations.]

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

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

[added: 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, [removed: 2024,] [added: 2025,] such impacts were not material to our financial position or results of operations.

[removed: Current macroeconomic] [added: Macroeconomic] conditions have impacted, and may continue to adversely impact, our customers’ [removed: businesses, particularly our early- and growth-stage customers.][added: businesses.]

We exclude stock-based compensation, which is a noncash expense, from these non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance and provides useful information to investors and others in understanding and evaluating our operating results in [added: the same manner as our management team.]

The following table provides a reconciliation of contribution margin for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] (in thousands, except percentages):

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Income from operations | | | [removed: $] [added: 1,414,015] | [added: | | | | |] 310,403 | | | | | [removed: $] | 119,966 | | [added: |]

| Research and development expenses (1) | | | [removed: 342,813] [added: 420,838] | | | | | | [removed: 306,560] [added: 342,813] | | |

| General and administrative expenses (1) | | | [removed: 375,094] [added: 423,811] | | | | | | [removed: 343,126] [added: 375,094] | | |

| Total stock-based compensation expense | | | [removed: 691,638] [added: 684,033] | | | | | | [removed: 475,903] [added: 691,638] | | |

| Total contribution | | | $ | [removed: 1,719,948] [added: 2,942,697] | | | | | $ | [removed: 1,245,555] [added: 1,719,948] | |

| Contribution margin | | | [removed: 60] [added: 66] | | % | | | | [removed: 56] [added: 60] | | % |

The following table provides a reconciliation of gross profit and gross margin, excluding stock-based compensation for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] (in thousands, except percentages):

| Gross profit | | | [removed: $] [added: 3,686,269] | [added: | | | | |] 2,299,517 | | | | | [removed: $] | 1,793,907 | | [added: |]

| Add: stock-based compensation | | | [removed: 69,065] [added: 64,555] | | | | | | [removed: 35,995] [added: 69,065] | | |

| Gross profit, excluding stock-based compensation | | | $ | [removed: 2,368,582] [added: 3,750,824] | | | | | $ | [removed: 1,829,902] [added: 2,368,582] | |

| Gross margin, excluding stock-based compensation | | | [removed: 83] [added: 84] | | % | | | | [removed: 82] [added: 83] | | % |

Foundry is our foundational data operations platform, which provides the core capabilities for data management, logic authoring, systemic mapping development through our Ontology, analytics, and workflow development.

AIP is our generative AI platform, which provides secure connectivity to third-party-provided LLMs, a development toolchain for building AI-powered agents and automations, an array of AI-enabled end user applications, a broad evaluations framework for governing AI workflows in production, and more.

Apollo is our continuous delivery platform, enabling the orchestration of upgrades of services and assets every day to manage the underlying infrastructure that hosts our other platforms.

Gotham integrates with our other platforms, as well as our broader defense offerings, to power a wide array of missions across allied defense and intelligence operations.

The Ontology has continuously evolved over time, serving as the heart of our platforms by activating data and analytics inside operations, enabling real-time connectivity between data, analytics, and operational teams, as well as AI.

Ontology generally refers to the systematic mapping of data to meaningful context.

The Palantir Ontology goes far beyond the traditional concept by integrating the elements of a decision—the data, logic, and actions—into a foundational representation of the organization, and allowing users to build interconnected workflows, turning specialized expertise into shared infrastructure to dynamically optimize decision-making across the enterprise.

The Ontology can help create a shared understanding across all users in a data ecosystem regardless of technical skills, enabling organizations to scale more efficiently and rapidly.

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With economic uncertainty, we may experience additional negative impacts on new customer acquisition, customer renewals, and customer collections, among other things, which could negatively impact our business and results of operations.

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| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

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| | | | 2025 | | | | | | 2024 | | |

| Income from operations | | | $ | 1,414,015 | | | | | $ | 310,403 | |

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functions, executing on pilots, and customer growth activities; as well as third-party cloud hosting services for our pilots, and marketing and sales event-related costs.

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or are noncash costs.

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| Government | | | $ | 2,402,287 | | | | | $ | 1,569,605 | | | | | $ | 832,682 | | | | | 53 | | % |

| Commercial | | | 2,073,159 | | | | | | 1,295,902 | | | | | | 777,257 | | | | | | 60 | | % |

| Total revenue | | | $ | 4,475,446 | | | | | $ | 2,865,507 | | | | | $ | 1,609,939 | | | | | 56 | | % |

| Cost of revenue | | | $ | 789,177 | | | | | $ | 565,990 | | | | | $ | 223,187 | | | | | 39 | | % |

| Gross profit | | | 3,686,269 | | | | | | 2,299,517 | | | | | | 1,386,752 | | | | | | 60 | | % |

The increase was primarily due to increases of $94.6 million in third-party cloud hosting services, $38.0 million in subcontractor expenses, $29.1 million in field-service representatives, and $26.9 million in payroll and other payroll-related costs.

| | | | 2025 | | | | | | 2024 | | | | | | Amount | | | | | | % | | |

| Sales and marketing | | | $ | 1,056,859 | | | | | $ | 887,755 | | | | | $ | 169,104 | | | | | 19 | | % |

| Total operating expenses | | | $ | 2,272,254 | | | | | $ | 1,989,114 | | | | | $ | 283,140 | | | | | 14 | | % |

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These were partially offset by a decrease of $19.8 million in stock-based compensation expense and related expenses

| | | | 2025 | | | | | | 2024 | | | | | | Amount | | | | | | % | | |

The decrease was driven by reductions in expense from SARs that fully vested and expensed during the year ended December 31, 2024, partially offset by expense from new grants awarded since and within the year ended December 31, 2024, including RSUs, P-RSUs, and SARs.

| | | | 2025 | | | | | | 2024 | | | | | | Amount | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | | | | | Amount | | | | | | | | |

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| | | | 2025 | | | | | | 2024 | | | | | | Amount | | | | | | | | |

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

for convenience, and there can be no guarantee that contracts are not terminated or that contract options will be exercised.

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

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

As a result, current macroeconomic conditions have impacted, and may continue to impact, our ability to realize the full value of our commercial contracts with such early- or growth-stage customers.

the same manner as our management team.

The year ended December 31, 2022 also included a gain from a step acquisition.

| Government | | | $ | 1,569,605 | | | | | $ | 1,222,215 | | | | | $ | 347,390 | | | | | 28 | | % |

| Commercial | | | 1,295,902 | | | | | | 1,002,797 | | | | | | 293,105 | | | | | | 29 | | % |

| Total revenue | | | $ | 2,865,507 | | | | | $ | 2,225,012 | | | | | $ | 640,495 | | | | | 29 | | % |

| Cost of revenue | | | $ | 565,990 | | | | | $ | 431,105 | | | | | $ | 134,885 | | | | | 31 | | % |

| Gross profit | | | 2,299,517 | | | | | | 1,793,907 | | | | | | 505,610 | | | | | | 28 | | % |

| Sales and marketing | | | $ | 887,755 | | | | | $ | 744,992 | | | | | $ | 142,763 | | | | | 19 | | % |

| Total operating expenses | | | $ | 1,989,114 | | | | | $ | 1,673,941 | | | | | $ | 315,173 | | | | | 19 | | % |

The increase was primarily due to increases of $63.7 million in stock-based compensation expense and related expenses and $11.6 million in travel costs.

The increase was primarily driven by the acceleration of $115.8 million of expense for Market-Vesting SARs upon achieving the applicable market condition, as well as expense from new equity grants awarded since December 31, 2023, including grants for RSUs, P-RSUs, and SARs.

These were partially offset by a reduction in expense from equity awards that became fully vested, forfeitures, and lower expense under the accelerated attribution method for RSUs granted prior to September 30, 2020, the date we completed the direct listing of our Class A common stock on the NYSE.

Provision for income taxes increased by $1.5 million for the year ended December 31, 2024 compared to 2023 primarily due to the increased foreign tax expense as the result of higher foreign taxable income and withholding taxes.

We believe that cash flows generated from operations, available funds, and access to financing sources, including our undrawn credit facility, will be sufficient to meet our anticipated operating cash needs for at least the next twelve months.

However, any projections of future cash needs and cash flows are subject to substantial uncertainty.

While we have generated income from operations and positive cash flows from operations in the year ended December 31, 2024, the amounts may fluctuate for the foreseeable future.

As of December 31, 2024, our accumulated deficit balance was $5.2 billion, and our principal sources of liquidity were cash, cash equivalents, and short-term U.S. Treasury securities totaling $5.2 billion.

As of December 31, 2024, approximately $935.8 million of the originally authorized amount under our Share Repurchase Program remained available for future repurchases.

Contractual Obligations and Commitments

| Noncancelable purchase commitments(1) | | | $ | 2,001,637 | | | | | $ | 125,242 | | | | | $ | 419,909 | | | | | $ | 549,986 | | | | | $ | 906,500 | |

| Total contractual obligations and commitments | | | $ | 2,223,466 | | | | | $ | 171,968 | | | | | $ | 487,444 | | | | | $ | 571,508 | | | | | $ | 992,546 | |

The contractual obligations and commitments in the table above are associated with agreements that are enforceable and legally binding.

Contract Liabilities

Our contract liabilities consist of deferred revenue and customer deposits.

Deferred revenue represents billings under noncancelable contracts before the related product or service is transferred to the customer.

The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as deferred revenue and the remaining portion is recorded as deferred revenue, noncurrent.

Customer deposits consist of amounts billed and/or paid for anticipated revenue generating activities in advance of the start of the contractual term or for the portion of a contract term that is subject to cancellation by our customers.

The portion of customer deposits that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as customer deposits and the remaining portion is recorded as customer deposits, noncurrent.

Our deferred revenue and deferred revenue, noncurrent as of December 31, 2024 were $259.6 million and $39.9 million, respectively.

Our customer deposits and customer deposits, noncurrent as of December 31, 2024 were $265.3 million and $1.7 million, respectively.

Our deferred revenue and deferred revenue, noncurrent as of December 31, 2023 were $246.9 million and $28.0 million, respectively.

Our customer deposits and customer deposits, noncurrent as of December 31, 2023 were $209.8 million and $1.5 million, respectively.

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.

As of December 31, [removed: 2024,] [added: 2025,] we held publicly-traded equity securities valued at [removed: $20.8] [added: $23.4] million.

These equity securities are often in early- or growth-stage companies that have minimal public trading history; as such the fair value of these equity securities, and the value of our equity holdings, may fluctuate depending on the financial outcome and prospects of the issuers, as well as global market conditions, including ongoing volatility related to [removed: the Russia-Ukraine and Israel] [added: global] conflicts, [removed: and heightened] [added: fluctuating] interest [removed: rates.][added: rates, or the potential or actual imposition of tariffs or other impacts on trade relations.]

As of December 31, [removed: 2024,] [added: 2025,] we held privately-held equity securities valued at [removed: $64.9] [added: $170.0] million.

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

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

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

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

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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 [removed: artificial intelligence] [added: AI] via the combination of our existing software platforms with generative AI models, including LLMs.

Recent crises and systemic shocks, [removed: such as the ongoing Russia-Ukraine and Israel] [added: including global] 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.

[removed: Data] [added: Using the Ontology, users can build out and integrate data, logic, and action into a decision-centric architecture, where data] engineers can integrate new data sources, analysts can clean and transform data, data scientists can write models, business users can conduct daily workflows, and senior leaders can make critical decisions.

With AIP, trusted data from relevant sources [added: within an organization’s Ontology] can be integrated into business logic, machine-language models, optimizers, and other computations spread across varying environments to power enterprise and government processes and help drive critical decisions.

These platforms, backed by [removed: Apollo,] [added: Apollo and with Ontology at their heart,] can be deployed in almost any environment.

It also facilitates the hand-off between analysts and operational users, helping operators plan and execute real-world [removed: responses to threats that have been identified within the platform.][added: mission plans while maintaining a complete operational picture across echelons.]

Gotham is [removed: now] used broadly across government functions.

Foundry transforms the ways organizations operate by creating a central operating system for their [removed: data.][added: interconnected data, logic, and action.]

Individual users can integrate and analyze the data they need in one [removed: place.][added: place, connecting models across workflows, teams, and organization units for continuous decision optimization.]

All of our commercial customers now use it, as do [removed: several] [added: many] of our government customers.

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

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 711] [added: 954] customers.

Our software is [removed: currently] used across [removed: approximately 90] [added: many] industries around the world.

Of the [removed: $2.9] [added: $4.5] billion in revenue that we generated in [removed: 2024, 55%] [added: 2025, 54%] came from customers in the government segment, and [removed: 45%] [added: 46%] came from customers in the commercial segment.

In [removed: 2024,] [added: 2025,] we earned [removed: 66%] [added: 74%] of our revenue from customers in the United States, and [removed: 34%] [added: 26%] from those abroad.

The average revenue for our top twenty customers during the trailing twelve months ended December 31, [removed: 2024] [added: 2025] was [removed: $64.6] [added: $93.9] million, and is up from [removed: 2023,] [added: 2024,] when the average revenue from our top twenty customers during the trailing twelve months ended December 31, [removed: 2023] [added: 2024] was [removed: $54.6] [added: $64.6] million, demonstrating our expanding relationships with existing customers.

[added: On the other hand, smaller technology companies are often unable to] compete for complex, large-scale opportunities because installation costs and the risks of failure are too high, and the sales cycles too long.

[removed: During 2023, we introduced] [added: One example of this is our use of] AIP bootcamps, which allow us to deliver real workflows on actual customer data in days.

We anticipate that [removed: our reach among an increasingly broad set of customers, in both the commercial] [added: these] and [removed: government sectors, will accelerate moving forward,] [added: other strategies,] aided by our sales and marketing approaches, [removed: including AIP bootcamps] [added: will enable us to continue to expand the number of customers we can serve in both our commercial] and [removed: other pilots.][added: government sectors.]

[removed: Additionally, in 2024,] [added: Another way] we [removed: introduced] [added: expand access to our platforms is our] Developer [removed: Tier, offering] [added: Tier offering, which provides] limited access to Foundry and AIP in the United States and select countries.

This [removed: expansion] allows developers to explore, innovate, and develop without significant upfront enterprise costs.

We have [added: developed,] and are continuing to [removed: develop] [added: develop,] partnerships in industries such as airline, [added: space, shipbuilding,] insurance, healthcare, [added: telecommunications,] automotive, security and risk management, and government, which we anticipate will have a significant impact on our business moving forward.

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

We also face competition from emerging companies as well as established companies that [removed: are only now beginning] [added: have entered, and may continue] to [removed: enter] [added: enter,] this market.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 3,936] [added: 4,429] full-time employees, [removed: 31%] [added: 28%] of whom are employed outside of the United States.

Our website is https://www.palantir.com, our investor relations website is https://investors.palantir.com, our LinkedIn account is @Palantir Technologies, and our X (formerly [removed: known as] Twitter) account is @PalantirTech.

We have used, and intend to continue to use, our website, investor relations website, and our LinkedIn and X (formerly [removed: known as] Twitter) accounts as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

Foundry is our foundational data operations platform, which provides the core capabilities for data management, logic authoring, systemic mapping development through Palantir Ontology (“Ontology”), analytics, and workflow development.

AIP is our generative artificial intelligence (“AI”) platform, which provides secure connectivity to third-party-provided large language models (“LLMs”), a development toolchain for building AI-powered agents and automations, an array of AI-enabled end user applications, a broad evaluations framework for governing AI workflows in production, and more.

Apollo is our continuous delivery platform, enabling the orchestration of upgrades of services and assets every day to manage the underlying infrastructure that hosts our other platforms.

Gotham

integrates with our other platforms, as well as our broader defense offerings, to power a wide array of missions across allied defense and intelligence operations.

The Ontology has continuously evolved over time, serving as the heart of our platforms by activating data and analytics inside operations, enabling real-time connectivity between data, analytics, and operational teams, as well as AI.

Ontology generally refers to the systematic mapping of data to meaningful context.

The Palantir Ontology goes far beyond the traditional concept by integrating the elements of a decision—the data, logic, and actions—into a foundational representation of the organization, and allowing users to build interconnected workflows, turning specialized expertise into shared infrastructure to dynamically optimize decision-making across the enterprise.

The Ontology can help create a shared understanding across all users in a data ecosystem regardless of technical skills, enabling organizations to scale more efficiently and rapidly.

Gotham integrates with our other platforms, as well as our broader defense offerings, and enables users to see, understand, and act in the modern battlespace, from operations centers to the tactical edge, by integrating data from across domains and sensors in near real-time, improving situational awareness and accelerating operational decision-making.

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Data projects often fail because data pipelines are often devoid of value creation and disconnected from analytical and operational domains.

The Ontology aims to solve the root of this problem, by providing a common system for data, analytics, and operations.

Foundry’s multimodal interfaces allow users to build data pipelines, perform high-scale analytics, and build rich operational applications – all through intuitive graphical interfaces, fully-featured application programming interfaces, and software development kits.

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We embed directly with customers across numerous industries, tackling complex challenges while continuously enhancing our platforms’ capabilities, allowing us to extend our reach to a broad set of customers while maintaining the depth needed for mission-critical operations.

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- Our platforms provide capabilities for managing AI use cases to enable our public and private sector customers to better align their AI practices with governance requirements under the EU AI Act and other applicable regulations.

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- *AI Governance*.

In order to build the trust necessary to use AI systems in production, organizations need tools to test, validate, govern, and maintain how AI is used to solve their challenges.

Palantir builds technology to foster AI accountability, robust testing and evaluation, bias mitigation, responsibility and risk framework deployment, and governance for the full AI lifecycle.

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

security updates, and platform configurations, helping to ensure the continuous operation of critical systems.

Gotham enables users to identify patterns hidden deep within datasets, ranging from signals intelligence sources to reports from confidential informants.

Data projects often fail because the steps and methods used to build data pipelines are difficult to understand and recreate.

We built Foundry’s backend to solve the root of this problem.

The platform’s graphical interface does the rest, allowing users to track and trace their pipelines so they know what the rows and columns in their tables represent and why they are there.

turn organizations’ actions and processes into tools for humans and LLM-driven agents.

For example, 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.

On the other hand, smaller technology companies are often unable to

Our proximity to 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 believe that, as these new partners grow, we will grow with them.

Rather than relying

- Our platforms provide a secure, privacy-protective cloud-based data enclave which centralizes data on COVID-19 for collaborative clinical research.

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For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: | 1200 17th Street, Floor 15] Denver, [removed: Colorado | | | | | | 80202 | | |][added: Colorado 80202]

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 [removed: 28, 2024] [added: 30, 2025] as reported by the [removed: New York Stock Exchange (“NYSE”)] [added: Nasdaq Global Select Market (“Nasdaq”)] on such date was approximately [removed: $51.5] [added: $299.3] billion.

As of February 10, [removed: 2025,] [added: 2026,] there were [removed: 2,248,950,826] [added: 2,291,470,751] shares of the registrants’ Class A common stock outstanding, [removed: 95,400,680] [added: 99,199,960] 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: 2025] [added: 2026] 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: 2024.][added: 2025.]

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| [Item [removed: 9B.](#i3e102edc3e324d1d85b3af889db7f10b_202)] [added: 9B.](#i69a3ee8e39764568b30d714e29cc1f86_202)] | | | [Other [removed: Information](#i3e102edc3e324d1d85b3af889db7f10b_202)] [added: Information](#i69a3ee8e39764568b30d714e29cc1f86_202)] | | | [removed: [114](#i3e102edc3e324d1d85b3af889db7f10b_202)] [added: [115](#i69a3ee8e39764568b30d714e29cc1f86_202)] | | |

| [Item [removed: 9C.](#i3e102edc3e324d1d85b3af889db7f10b_208)] [added: 9C.](#i69a3ee8e39764568b30d714e29cc1f86_208)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i3e102edc3e324d1d85b3af889db7f10b_208)] [added: Inspections](#i69a3ee8e39764568b30d714e29cc1f86_208)] | | | [removed: [115](#i3e102edc3e324d1d85b3af889db7f10b_208)] [added: [116](#i69a3ee8e39764568b30d714e29cc1f86_208)] | | |

| | | | [PART [removed: III](#i3e102edc3e324d1d85b3af889db7f10b_211)] [added: III](#i69a3ee8e39764568b30d714e29cc1f86_211)] | | | | | |

| [Item [removed: 10.](#i3e102edc3e324d1d85b3af889db7f10b_214)] [added: 10.](#i69a3ee8e39764568b30d714e29cc1f86_214)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3e102edc3e324d1d85b3af889db7f10b_214)] [added: Governance](#i69a3ee8e39764568b30d714e29cc1f86_214)] | | | [removed: [116](#i3e102edc3e324d1d85b3af889db7f10b_214)] [added: [116](#i69a3ee8e39764568b30d714e29cc1f86_214)] | | |

| [Item [removed: 11.](#i3e102edc3e324d1d85b3af889db7f10b_217)] [added: 11.](#i69a3ee8e39764568b30d714e29cc1f86_217)] | | | [Executive [removed: Compensation](#i3e102edc3e324d1d85b3af889db7f10b_217)] [added: Compensation](#i69a3ee8e39764568b30d714e29cc1f86_217)] | | | [removed: [116](#i3e102edc3e324d1d85b3af889db7f10b_217)] [added: [116](#i69a3ee8e39764568b30d714e29cc1f86_217)] | | |

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| [Item [removed: 13.](#i3e102edc3e324d1d85b3af889db7f10b_223)] [added: 13.](#i69a3ee8e39764568b30d714e29cc1f86_223)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3e102edc3e324d1d85b3af889db7f10b_223)] [added: Independence](#i69a3ee8e39764568b30d714e29cc1f86_223)] | | | [removed: [116](#i3e102edc3e324d1d85b3af889db7f10b_223)] [added: [116](#i69a3ee8e39764568b30d714e29cc1f86_223)] | | |

| [Item [removed: 14.](#i3e102edc3e324d1d85b3af889db7f10b_226)] [added: 14.](#i69a3ee8e39764568b30d714e29cc1f86_226)] | | | [Principal Accountant Fees and [removed: Services](#i3e102edc3e324d1d85b3af889db7f10b_226)] [added: Services](#i69a3ee8e39764568b30d714e29cc1f86_226)] | | | [removed: [116](#i3e102edc3e324d1d85b3af889db7f10b_226)] [added: [117](#i69a3ee8e39764568b30d714e29cc1f86_226)] | | |

| | | | [PART [removed: IV](#i3e102edc3e324d1d85b3af889db7f10b_229)] [added: IV](#i69a3ee8e39764568b30d714e29cc1f86_229)] | | | | | |

| [Item [removed: 15.](#i3e102edc3e324d1d85b3af889db7f10b_232)] [added: 15.](#i69a3ee8e39764568b30d714e29cc1f86_232)] | | | [Exhibit and Financial Statement [removed: Schedules](#i3e102edc3e324d1d85b3af889db7f10b_232)] [added: Schedules](#i69a3ee8e39764568b30d714e29cc1f86_232)] | | | [removed: [116](#i3e102edc3e324d1d85b3af889db7f10b_232)] [added: [117](#i69a3ee8e39764568b30d714e29cc1f86_232)] | | |

| [Item [removed: 16](#i3e102edc3e324d1d85b3af889db7f10b_235).] [added: 16](#i69a3ee8e39764568b30d714e29cc1f86_235).] | | | [Form 10-K [removed: Summary](#i3e102edc3e324d1d85b3af889db7f10b_235)] [added: Summary](#i69a3ee8e39764568b30d714e29cc1f86_235)] | | | [removed: [118](#i3e102edc3e324d1d85b3af889db7f10b_235)] [added: [118](#i69a3ee8e39764568b30d714e29cc1f86_235)] | | |

- our expectations regarding our investments [removed: in] [added: in,] and enterprise agreements [removed: with] [added: with,] various publicly-traded and [removed: privately-traded] [added: privately-held] entities, including special purpose acquisition companies;

- our expectations regarding macroeconomic conditions, including global political and economic uncertainty, [removed: heightened] [added: fluctuating] interest rates, [removed: or] monetary policy [removed: changes;][added: changes, or the potential or actual imposition of tariffs or other impacts on trade relations;]

| 19505 Biscayne Blvd., Suite 2350 Aventura, Florida | | | | | | 33180 | | |

518 17th Street, Suite 1015

(Former name, former address and former fiscal year, if changed since last report)

[Table of Contents](#i69a3ee8e39764568b30d714e29cc1f86_7)

| | | | [PART I](#i69a3ee8e39764568b30d714e29cc1f86_13) | | | | | |

| | | | [PART II](#i69a3ee8e39764568b30d714e29cc1f86_73) | | | | | |

[Table of Contents](#i69a3ee8e39764568b30d714e29cc1f86_7)

[Table of Contents](#i69a3ee8e39764568b30d714e29cc1f86_7)

In November 2024, the registrant transferred the listing of its Class A common stock from the NYSE to The Nasdaq Stock Market LLC (Nasdaq Global Select Market).

| | | | [PART I](#i3e102edc3e324d1d85b3af889db7f10b_13) | | | | | |

| | | | [PART II](#i3e102edc3e324d1d85b3af889db7f10b_73) | | | | | |

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

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

[Table of [removed: Contents](#i3e102edc3e324d1d85b3af889db7f10b_7)][added: Contents](#i69a3ee8e39764568b30d714e29cc1f86_7)]

He has also completed graduate-level courses in computer [removed: science,] [added: science] and holds certifications in information security.

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

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

[Table of Contents](#i3e102edc3e324d1d85b3af889db7f10b_7)

[Table of [removed: Contents](#i3e102edc3e324d1d85b3af889db7f10b_7)][added: Contents](#i69a3ee8e39764568b30d714e29cc1f86_7)]

[removed: Effective November 26, 2024, our] [added: Our] Class A common stock [removed: was listed and began trading] [added: trades] on The Nasdaq Stock Market LLC (Nasdaq Global Market Select) under the symbol “PLTR”.

As of February 10, [removed: 2025,] [added: 2026,] there were [removed: 1,678] [added: 2,178] holders of record of our Class A common stock, [removed: 22] [added: 16] holders of record of our Class B common stock, and one holder of record of our Class F common stock.

The following table summarizes stock repurchases during the three months ended December 31, [removed: 2024] [added: 2025] (in thousands, except share and per share amounts):

| Period | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share(1) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs] [added: Programs(2)] | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs] [added: Programs(2)] | | |

During the year ended December 31, [removed: 2024,] [added: 2025,] we repurchased [removed: 2,123,131] [added: 600,446] shares of our Class A common stock under the Share Repurchase Program.

[Table of [removed: Contents](#i3e102edc3e324d1d85b3af889db7f10b_7)][added: Contents](#i69a3ee8e39764568b30d714e29cc1f86_7)]

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

An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index at the market close on September 30, 2020, and its relative performance is tracked through December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| October 1, 2025 - October 31, 2025 | | | 37,533 | | | | | | $ | 183.79 | | | | | 37,533 | | | | | | $ | 873,117 | |

| November 1, 2025 - November 30, 2025 | | | 32,630 | | | | | | $ | 174.65 | | | | | 32,630 | | | | | | $ | 867,418 | |

| December 1, 2025 - December 31, 2025 | | | 36,008 | | | | | | $ | 183.26 | | | | | 36,008 | | | | | | $ | 860,819 | |

| Total | | | 106,171 | | | | | | | | | | | | 106,171 | | | | | | | | |

The Share Repurchase Program was terminated in January 2026.

From September 30, 2020 through November 25, 2024, our Class A common stock was listed on the NYSE under the symbol “PLTR”.

Prior to September 30, 2020, there was no public trading market for our Class A common stock.

| October 1, 2024 - October 31, 2024 | | | 164,669 | | | | | | $ | 41.90 | | | | | 164,669 | | | | | | $ | 947,503 | |

| November 1, 2024 - November 30, 2024 | | | 93,830 | | | | | | $ | 57.55 | | | | | 93,830 | | | | | | $ | 942,103 | |

| December 1, 2024 - December 31, 2024 | | | 84,276 | | | | | | $ | 74.74 | | | | | 84,276 | | | | | | $ | 935,804 | |

| Total(2) | | | 342,775 | | | | | | | | | | | | 342,775 | | | | | | | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i3e102edc3e324d1d85b3af889db7f10b_127)] [added: Firm](#i69a3ee8e39764568b30d714e29cc1f86_127)] (PCAOB ID: 42) | | | [removed: [81](#i3e102edc3e324d1d85b3af889db7f10b_127)] [added: [82](#i69a3ee8e39764568b30d714e29cc1f86_127)] | | |

| [Consolidated Balance [removed: Sheets](#i3e102edc3e324d1d85b3af889db7f10b_130)] [added: Sheets](#i69a3ee8e39764568b30d714e29cc1f86_130)] | | | [removed: [84](#i3e102edc3e324d1d85b3af889db7f10b_130)] [added: [85](#i69a3ee8e39764568b30d714e29cc1f86_130)] | | |

| [Consolidated Statements of [removed: Operations](#i3e102edc3e324d1d85b3af889db7f10b_133)] [added: Operations](#i69a3ee8e39764568b30d714e29cc1f86_133)] | | | [removed: [85](#i3e102edc3e324d1d85b3af889db7f10b_133)] [added: [86](#i69a3ee8e39764568b30d714e29cc1f86_133)] | | |

| [Consolidated Statements of Comprehensive [removed: Income (Loss](#i3e102edc3e324d1d85b3af889db7f10b_136))] [added: Income](#i69a3ee8e39764568b30d714e29cc1f86_136)] | | | [removed: [86](#i3e102edc3e324d1d85b3af889db7f10b_136)] [added: [87](#i69a3ee8e39764568b30d714e29cc1f86_136)] | | |

| [Consolidated Statements [removed: of](#i3e102edc3e324d1d85b3af889db7f10b_139) [Equity](#i3e102edc3e324d1d85b3af889db7f10b_139)] [added: of Equity](#i69a3ee8e39764568b30d714e29cc1f86_139)] | | | [removed: [87](#i3e102edc3e324d1d85b3af889db7f10b_139)] [added: [88](#i69a3ee8e39764568b30d714e29cc1f86_139)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i3e102edc3e324d1d85b3af889db7f10b_142)] [added: Flows](#i69a3ee8e39764568b30d714e29cc1f86_142)] | | | [removed: [88](#i3e102edc3e324d1d85b3af889db7f10b_142)] [added: [89](#i69a3ee8e39764568b30d714e29cc1f86_142)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3e102edc3e324d1d85b3af889db7f10b_145)] [added: Statements](#i69a3ee8e39764568b30d714e29cc1f86_145)] | | | [removed: [89](#i3e102edc3e324d1d85b3af889db7f10b_145)] [added: [90](#i69a3ee8e39764568b30d714e29cc1f86_145)] | | |

[Table of [removed: Contents](#i3e102edc3e324d1d85b3af889db7f10b_7)][added: Contents](#i69a3ee8e39764568b30d714e29cc1f86_7)]

We have audited the accompanying consolidated balance sheets of Palantir Technologies Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 18, 2025] [added: 17, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note 2 to the consolidated financial statements, the Company generates revenue from the sale of subscriptions to access its software 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. [removed: In addition, 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 [removed: 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.] [added: recognition.] | | |

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

We have audited Palantir Technologies Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 18, 2025] [added: 17, 2026] expressed an unqualified opinion thereon.

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [added: 1,423,796 | | | | | $ |] 2,098,524 | | | | | $ | 831,047 | |

| Marketable securities | | | [removed: 3,131,463] [added: 5,753,247] | | | | | | [removed: 2,843,132] [added: 3,131,463] | | |

| Accounts receivable, net | | | [removed: 575,048] [added: 1,042,065] | | | | | | [removed: 364,784] [added: 575,048] | | |

| Prepaid expenses and other current assets | | | [removed: 129,254] [added: 139,066] | | | | | | [removed: 99,655] [added: 129,254] | | |

| Total current assets | | | [removed: 5,934,289] [added: 8,358,174] | | | | | | [removed: 4,138,618] [added: 5,934,289] | | |

| Property and equipment, net | | | [removed: 39,638] [added: 51,960] | | | | | | [removed: 47,758] [added: 39,638] | | |

| Operating lease right-of-use assets | | | [removed: 200,740] [added: 200,105] | | | | | | [removed: 182,863] [added: 200,740] | | |

| Other assets | | | [removed: 166,217] [added: 290,153] | | | | | | [removed: 153,186] [added: 166,217] | | |

| Total assets | | | $ | [removed: 6,340,884] [added: 8,900,392] | | | | | $ | [removed: 4,522,425] [added: 6,340,884] | |

| [removed: Liabilities] [added: Liabilities] and [removed: Equity] [added: Equity] | | | | | | | | | | | |

| Accounts payable | | | $ | [removed: 103] [added: 8,064] | | | | | $ | [removed: 12,122] [added: 103] | |

| Accrued liabilities | | | [removed: 427,046] [added: 355,624] | | | | | | [removed: 222,991] [added: 427,046] | | |

| Deferred revenue | | | [removed: 259,624] [added: 408,963] | | | | | | [removed: 246,901] [added: 259,624] | | |

| Customer deposits | | | [removed: 265,252] [added: 357,066] | | | | | | [removed: 209,828] [added: 265,252] | | |

| Operating lease liabilities | | | [removed: 43,993] [added: 45,864] | | | | | | [removed: 54,176] [added: 43,993] | | |

| Total current liabilities | | | [removed: 996,018] [added: 1,175,581] | | | | | | [removed: 746,018] [added: 996,018] | | |

| Deferred revenue, noncurrent | | | [removed: 39,885] [added: 46,216] | | | | | | [removed: 28,047] [added: 39,885] | | |

| Customer deposits, noncurrent | | | [removed: 1,663] [added: 18] | | | | | | [removed: 1,477] [added: 1,663] | | |

| Operating lease liabilities, noncurrent | | | [removed: 195,226] [added: 183,474] | | | | | | [removed: 175,216] [added: 195,226] | | |

| Other noncurrent liabilities | | | [removed: 13,685] [added: 7,092] | | | | | | [removed: 10,702] [added: 13,685] | | |

| Total liabilities | | | [removed: 1,246,477] [added: 1,412,381] | | | | | | [removed: 961,460] [added: 1,246,477] | | |

| Common stock, $0.001 par value: 20,000,000 Class A shares authorized as of December 31, [removed: 2024] [added: 2025] and [removed: 2023; 2,242,389] [added: 2024; 2,290,987] and [removed: 2,096,982] [added: 2,242,389] shares issued and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively; 2,700,000 Class B shares authorized as of December 31, [removed: 2024] [added: 2025] and [removed: 2023; 95,401] [added: 2024; 99,200] and [removed: 102,141] [added: 95,401] shares issued and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively; and 1,005 Class F shares authorized, issued, and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: 2,339] [added: 2,391] | | | | | | [removed: 2,200] [added: 2,339] | | |

| Additional paid-in capital | | | [removed: 10,193,970] [added: 10,933,325] | | | | | | [removed: 9,122,173] [added: 10,193,970] | | |

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February 17, 2026

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February 17, 2026

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| | | | 2025 | | | | | | 2024 | | |

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| Balance as of December 31, 2024 | | | 2,338,795 | | | | | | $ | 2,339 | | | | | $ | 10,193,970 | | | | | $ | (5,611) | | | | | $ | (5,187,423) | | | | | $ | 5,003,275 | | | | | $ | 91,132 | | | | | $ | 5,094,407 | |

| Repurchases of common stock | | | (601) | | | | | | — | | | | | | (74,985) | | | | | | — | | | | | | — | | | | | | (74,985) | | | | | | — | | | | | | (74,985) | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | 19,553 | | | | | | — | | | | | | 19,553 | | | | | | — | | | | | | 19,553 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,625,033 | | | | | | 1,625,033 | | | | | | 9,611 | | | | | | 1,634,644 | | |

| Balance as of December 31, 2025 | | | 2,391,192 | | | | | | $ | 2,391 | | | | | $ | 10,933,325 | | | | | $ | 13,942 | | | | | $ | (3,562,390) | | | | | $ | 7,387,268 | | | | | $ | 100,743 | | | | | $ | 7,488,011 | |

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| Net income | | | $ | 1,634,644 | | | | | $ | 467,918 | | | | | $ | 217,375 | |

| Other operating activities | | | 15,630 | | | | | | 66,034 | | | | | | 12,764 | | |

| Accounts payable and accrued liabilities | | | 4,659 | | | | | | 96,793 | | | | | | 21,063 | | |

| Contract liabilities | | | 238,688 | | | | | | 76,796 | | | | | | 143,859 | | |

| Other liabilities | | | (54,860) | | | | | | (44,412) | | | | | | (49,572) | | |

| Purchases of privately-held securities | | | (72,924) | | | | | | (5,615) | | | | | | — | | |

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Contingencies

In general,

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The Company adopted this standard update effective December 31, 2025 using a prospective approach and included the required disclosures in *Note 11.

This standard update did not affect the Company’s operating results.

In September 2025, the FASB issued ASU 2025-06, *Intangibles—Goodwill and Other—Internal-Use Software*, which simplifies the capitalization guidance related to internal-use software by removing all references to software development project stages so the guidance is neutral to different software development methods.

This ASU is effective for fiscal years beginning after December 15, 2027, including interim periods within those annual reporting periods, with early adoption permitted and can be applied using a prospective, retrospective, or modified transition approach.

In September 2025, the FASB issued ASU 2025-07, *Derivatives and Hedging and Revenue from Contracts with Customers*, which refines the scope of the guidance on derivatives in ASC 815 and clarifies the guidance on share-based payments from a customer in ASC 606.

This ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those annual reporting periods, with early adoption permitted.

The guidance can be applied prospectively to new contracts entered into on or after the date of adoption or on a modified retrospective basis for contracts existing as of the beginning of the annual reporting period of adoption.

The Company is currently evaluating the impacts of the new standard on its consolidated financial statements.

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| | | | | | |

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

February 18, 2025

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

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

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | (2,984) | | | | | | — | | | | | | (2,984) | | | | | | — | | | | | | (2,984) | | |

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

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

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

| Noncash operating lease expense | | | 41,239 | | | | | | 47,019 | | | | | | 40,309 | | |

| Other operating activities | | | 24,795 | | | | | | (34,255) | | | | | | (28,152) | | |

| Other assets | | | 4,681 | | | | | | 3,242 | | | | | | 6,033 | | |

| Accounts payable | | | (18,841) | | | | | | (31,832) | | | | | | (29,859) | | |

| Accrued liabilities | | | 115,634 | | | | | | 52,895 | | | | | | 5,527 | | |

| Deferred revenue, current and noncurrent | | | 22,356 | | | | | | 79,512 | | | | | | (61,154) | | |

| Customer deposits, current and noncurrent | | | 54,440 | | | | | | 64,347 | | | | | | (49,471) | | |

| Operating lease liabilities, current and noncurrent | | | (48,966) | | | | | | (49,630) | | | | | | (34,590) | | |

| Other noncurrent liabilities | | | 4,554 | | | | | | 58 | | | | | | (73) | | |

| Cash paid for income taxes | | | $ | 16,179 | | | | | $ | 13,515 | | | | | $ | 2,904 | |

Intangible Assets

Intangible assets include finite-lived intangible assets, which mainly consist of customer relationships, reacquired rights, and backlog.

These assets are amortized over their estimated useful lives and are tested for impairment using a similar methodology to our property and equipment, as described below.

Intangible assets are recorded in other assets in the consolidated balance sheets.

A financial instrument’s level within the

term.

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.

Commitments and Contingencies

Share Repurchase Program

The performance-based vesting condition for the RSUs granted prior to September 30, 2020, the date the Company completed a direct listing of its Class A common stock on the New York Stock Exchange (the “Direct Listing”) was satisfied upon the occurrence of the Company’s Direct Listing.

*Market-Based Awards*

The Company grants awards, including SARs, that vest upon the satisfaction of market-based vesting conditions.

For SARs that vest upon the satisfaction of a market-based vesting condition without an explicit service-based condition (“Market-Vesting SARs”), the Company estimates the grant-date fair value of the awards and the corresponding derived service period using a Monte Carlo simulation model, which requires the use of various assumptions including the contractual term, expected volatility rate, risk-free interest rate, suboptimal exercise factor, annual post-vest termination rate, and cost of equity as of the grant date.

Stock-based compensation expense for these awards is recognized over the derived service period.

If the market condition is achieved earlier than the grant date derived service period, the remaining stock-based compensation expense will be accelerated, and a cumulative catch-up expense will be recorded during the period in which the market condition is met.

Once the derived service period is complete, previously recognized stock-based compensation expense related to Market-Vesting SARs will not be reversed even if the specified market condition is not achieved.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which requires disclosure of incremental segment information on an annual and interim basis.

This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

The Company adopted the guidance during the year ended December 31, 2024, and applied it retrospectively to the periods presented.

See *Note 13.

Segment and Geographic Information* for more information.

Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

During the quarter ended December 31, [removed: 2024,] [added: 2025,] 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:

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On [removed: November 22, 2024,] [added: December 11, 2025,] 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 [removed: 240,000] [added: 192,000] 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 [removed: February 27,] [added: November 25,] 2026, or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

On [removed: December 11, 2024, Mr. Karp] [added: November 21, 2025, 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 [removed: 9,975,000] [added: 360,000] shares being the total of the maximum number of all shares subject to any condition when summed across all possible [removed: conditions, less any shares to be withheld and/or sold to satisfy applicable tax withholdings.][added: conditions.]

The duration of the trading arrangement is until [removed: September] [added: March] 12, [removed: 2025,] [added: 2027,] or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

[removed: On December 11, 2024, Stephen Cohen, our President, Secretary, and a member of our Board] [added: conditions] of [removed: Directors, adopted a] Rule [removed: 10b5-1 trading arrangement providing for the potential sales of shares of our Class A common stock through various transactions upon] [added: 10b5-1(c), subject to] the [removed: occurrence and] satisfaction of certain price and/or other conditions, with [removed: 4,060,000] [added: 2,000,000] shares being the total of the maximum number of all shares subject to any condition when summed across all possible conditions.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] 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.

On November 14, 2025, 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

The duration of the trading arrangement is until March 12, 2027 or earlier, upon the completion or expiration of all transactions subject to the trading arrangement.

Rule 10b5-1 Trading Arrangements

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

On November 22, 2024, Alexander Karp, our Chief Executive Officer and a member of our Board of Directors, terminated a Rule 10b5-1 trading arrangement, which was previously adopted on December 12, 2023 and intended to satisfy the affirmative defense of Rule 10b5-1(c).

For additional details about the material terms of this arrangement, refer to the description under the heading “Rule 10b5-1 Trading Arrangements” contained in *[Part II, Item 9B.

Other Information](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001321655/000132165524000022/pltr-20231231.htm)* [of our Annual Report on Form 10-K for the year ended December 31, 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001321655/000132165524000022/pltr-20231231.htm), which is incorporated herein by reference.

Departure of Chief Accounting Officer; Designation of Interim “Principal Accounting Officer”

We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).

On February 12, 2025, Heather Planishek, Chief Accounting Officer, announced her decision to step down from her position as Chief Accounting Officer, effective as of the end of the day on February 24, 2025.

Her resignation was not the result of any disagreement with the Company on any matter relating to the Company’s financial statements, internal controls, operations, policies, or practices.

Beginning on February 25, 2025, Ms. Planishek is expected to continue as an advisor to the Company for a period of time to assist with the transition.

In connection with Ms. Planishek’s resignation, David Glazer, the Company’s Chief Financial Officer and Treasurer, will assume the responsibilities of principal accounting officer on an interim basis, effective February 25, 2025.

Mr. Glazer’s biographical information is set forth in the Company’s [definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2024](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000059/pltr-20240426.htm), and such information is incorporated herein by reference.

No new compensatory arrangements will be entered into with Mr. Glazer in connection with his designation as the Company’s interim principal accounting officer.

There are no family relationships between Mr. Glazer and any other director or executive officer of Palantir, and no transactions involving Mr. Glazer that would require disclosure under Item 404(a) of Regulation S-K.

[Table of Contents](#i3e102edc3e324d1d85b3af889db7f10b_7)

The information called for by this item will be set forth in our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024] [added: 2025] (“Proxy Statement”) and is incorporated herein by reference.

A copy of Palantir’s Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 18, 2025 and is incorporated by reference in Exhibit 19.1 to this report.

A copy of Palantir’s Insider Trading Policy is filed as Exhibit 19.1 to this report.

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[Table of [removed: Contents](#i3e102edc3e324d1d85b3af889db7f10b_7)][added: Contents](#i69a3ee8e39764568b30d714e29cc1f86_7)]

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/a2024q4exhibit42.htm)*] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/a2024q4exhibit42.htm)] | | | [Description of Capital Stock of Palantir Technologies Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/a2024q4exhibit42.htm) | | | [added: 10-K] | | | [added: 001-39540] | | | [added: 4.2] | | | [added: February 18, 2025] | | |

| [removed: [19.1](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/palantir-10xkex191insidert.htm)[*](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/palantir-10xkex191insidert.htm)] [added: [19.1](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/palantir-10xkex191insidert.htm)] | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/palantir-10xkex191insidert.htm) | | | [added: 10-K] | | | [added: 001-39540] | | | [added: 19.1] | | | [added: February 18, 2025] | | |

| [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 [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000132165523000011/a2022q4exhibit211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000132165526000011/a2025fyexhibit211.htm)] | | | [removed: 10-K] | | | [removed: 001-39540] | | | [removed: 21.1] | | | [removed: February 21, 2023] | | |

| [removed: [23.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/a2024q4exhibit231.htm)] [added: [23.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165526000011/a2025q4exhibit231.htm)] | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/a2024q4exhibit231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1321655/000132165526000011/a2025q4exhibit231.htm)] | | | | | | | | | | | | | | |

| [removed: [31.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/a2024q4exhibit311.htm)] [added: [31.1*](https://www.sec.gov/Archives/edgar/data/1321655/000132165526000011/a2025q4exhibit311.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/1321655/000132165525000022/a2024q4exhibit311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000132165526000011/a2025q4exhibit311.htm)] | | | | | | | | | | | | | | |

| [removed: [31.2*](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/a2024q4exhibit312.htm)] [added: [31.2*](https://www.sec.gov/Archives/edgar/data/1321655/000132165526000011/a2025q4exhibit312.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/1321655/000132165525000022/a2024q4exhibit312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000132165526000011/a2025q4exhibit312.htm)] | | | | | | | | | | | | | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/a2024q4exhibit321.htm)[†](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/a2024q4exhibit321.htm)*] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1321655/000132165526000011/a2025q4exhibit321.htm)[†](https://www.sec.gov/Archives/edgar/data/1321655/000132165526000011/a2025q4exhibit321.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/1321655/000132165525000022/a2024q4exhibit321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000132165526000011/a2025q4exhibit321.htm)] | | | | | | | | | | | | | | |

| [removed: [97.1](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/a2023q4ex971compensation.htm)] [added: [97.1](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4ex971compensation.htm)] | | | [Compensation Recovery [removed: Policy](https://www.sec.gov/Archives/edgar/data/1321655/000132165525000022/a2023q4ex971compensation.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1321655/000132165524000022/a2023q4ex971compensation.htm)] | | | 10-K | | | 001-39540 | | | 97.1 | | | February 20, 2024 | | |

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

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

| | | | | | | Incorporated by Reference | | | | | | | | | | | |

| Exhibit Number | | | Description | | | Form | | | File No. | | | Exhibit | | | Filing Date | | |

[Table of [removed: Contents](#i3e102edc3e324d1d85b3af889db7f10b_7)][added: Contents](#i69a3ee8e39764568b30d714e29cc1f86_7)]

| Date: February [removed: 18, 2025] [added: 17, 2026] | | | | | | By: | | | /s/ Alexander C. Karp | | |

| Alexander C. Karp | | | Chief Executive Officer and Director (*Principal Executive Officer*) | | | February [removed: 18, 2025] [added: 17, 2026] | | |

| Stephen Cohen | | | President and Director | | | February [removed: 18, 2025] [added: 17, 2026] | | |

| David Glazer | | | Chief Financial Officer (*Principal Financial Officer*) | | | February [removed: 18, 2025] [added: 17, 2026] | | |

| [removed: Heather Planishek] [added: Jeffrey Buckley] | | | Chief Accounting Officer *(Principal Accounting Officer*) | | | February [removed: 18, 2025] [added: 17, 2026] | | |

| Lauren Friedman Stat | | | Director | | | February [removed: 18, 2025] [added: 17, 2026] | | |

| Alexander Moore | | | Director | | | February [removed: 18, 2025] [added: 17, 2026] | | |

| Alexandra Schiff | | | Director | | | February [removed: 18, 2025] [added: 17, 2026] | | |

| Peter Thiel | | | Director | | | February [removed: 18, 2025] [added: 17, 2026] | | |

| Eric Woersching | | | Director | | | February [removed: 18, 2025] [added: 17, 2026] | | |

[Table of Contents](#i69a3ee8e39764568b30d714e29cc1f86_7)

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

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