Form 4: Palantir CTO Sankar Sells Shares for Tax Obligations

Palantir's Chief Technology Officer, Shyam Sankar, sold Class A Common Stock shares totaling 168,876 over two days to cover tax withholding obligations following RSU vesting.

Summary

• Shyam Sankar, Palantir's Chief Technology Officer and Executive Vice President, reported transactions on November 20 and 21, 2025.
• On November 20, 2025, Sankar acquired rights to 375,000 shares of Class B Common Stock from the vesting of restricted stock units (RSUs).
• Subsequently, 149,872 shares of Class B Common Stock were converted to Class A Common Stock and immediately sold on November 20, 2025, to cover tax withholding obligations.
• These sales on November 20, 2025, occurred at weighted average prices ranging from $155.3089 to $172.7717 per share.
• On November 21, 2025, an additional 19,004 shares of Class B Common Stock were converted to Class A Common Stock and immediately sold for tax withholding.
• These sales on November 21, 2025, occurred at weighted average prices ranging from $153.4295 to $157.7397 per share.
• All sales were automatic and conducted under a Rule 10b5-1 trading plan.
• Following these transactions, Sankar directly beneficially owns 642,786 shares of Class A Common Stock and 3,282,116 shares of Class B Common Stock.
• Sankar also indirectly holds 749,899 Class A shares through the Sankar Irrevocable Remainder Trust.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to RSU vesting and tax withholding, which are neutral events. There are no significant positive or negative discretionary actions by the insider.

Positives

• Vesting of 375,000 Restricted Stock Units (RSUs) indicates continued compensation and retention of a key executive.
• Transactions were conducted under a Rule 10b5-1 trading plan, indicating pre-planned and automatic sales, reducing concerns about discretionary insider selling.

Negatives

• A total of 168,876 shares of Class A Common Stock were sold by a key executive, reducing direct beneficial ownership.

Future Outlook

NA

Management Comments

• This transaction is part of a related series of transactions. The Reporting Person acquired rights to 375,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ('RSUs') on November 20, 2025, converted 149,872 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 20, 2025 and then converted 19,004 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 21, 2025.
• All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on November 20, 2025 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan.
• The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
• This Form 4 has been compiled based on applicable requirements to reflect the specific transactions described herein and is not intended to disclose or describe all shares and/or other equity securities owned or beneficially held by the Reporting Person.

Industry Context

This filing is a routine insider transaction report and does not provide specific industry context. However, insider sales for tax purposes are common for executives receiving equity compensation in the technology sector, particularly in high-growth companies like Palantir.

Stakeholder Impact

• Shareholders: The sale of shares for tax purposes is a routine event and generally has a neutral to slightly negative perception, as it reduces insider ownership, but the Rule 10b5-1 plan mitigates concerns about discretionary selling.
• Employees: RSU vesting and subsequent tax-related sales are standard compensation practices, indicating the company's continued use of equity incentives.

Next Steps

• The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate sale price upon request by the SEC staff, the Issuer, or a security holder.
• For additional details regarding the Reporting Person's overall stock and equity holdings, refer to the Issuer's Proxy Statement filed on April 25, 2025.

Key Dates

Recommendation

This Form 4 filing details routine, pre-planned sales by a key executive to cover tax obligations following RSU vesting. Such transactions are common and do not typically signal a change in management's outlook or the company's fundamentals. The sales were executed under a Rule 10b5-1 plan, which further suggests they are not discretionary. Therefore, the filing itself does not provide new information that would warrant a change in investment recommendation; a 'hold' stance is maintained, pending further fundamental analysis of Palantir's business performance.

Keywords

Palantir Technologies Inc., PLTR, Shyam Sankar, CTO, Insider Trading, Form 4, SEC Filing, Stock Sale, RSU Vesting, Tax Withholding, Rule 10b5-1 Plan, Class A Common Stock, Class B Common Stock