Palantir Technologies Inc. (PLTR), Financial Analysis

Insights derived from analysing SEC filings. Independent analysis of Palantir Technologies Inc. Class A common stock, not a publication of the SEC.

Figures are read from the Forms 10-K for fiscal 2021 to fiscal 2025, the Forms 10-Q for the quarters to 31 March and 30 June 2026, eleven Forms 8-K and their quarterly earnings exhibits 99.1, the proxy statement for the 2026 annual meeting, the Forms S-1 and S-1/A carrying the compensation plans and the form of indemnification agreement, the Schedules 13G, the Forms 13F and the Forms 3, 4 and 144 on the record for central index key 1321655, together with the comparable filings of seven peers. Accession numbers for every filing used appear in the Sources appendix. Market prices are the closing prices of 4 September 2026.

Summary

Palantir took $1,935.5 million of revenue in the quarter to 30 June 2026, 93% more than the same quarter of 2025, and reported income from operations of $912.0 million on a 47.1% operating margin against 26.8% a year earlier. Net income attributable to common stockholders was $1,061.9 million and diluted earnings per share $0.41 on 2,568.7 million weighted average diluted shares. Revenue from the Government segment, which sells to defence, intelligence and civil agencies, was $990.0 million, up 79%; revenue from the Commercial segment, which sells to customers in other industries, was $945.4 million, up 110%. Customers in the United States produced $1,573.0 million of the quarter, up 115%, and the Q2 2026 Form 10-Q puts the United States at 80% of revenue for the six months. Full year 2025 revenue was $4,475.4 million, up 56.2% on 2024, with income from operations of $1,414.0 million at a 31.6% margin and net income of $1,625.0 million; FY2024 revenue was $2,865.5 million with income from operations of $310.4 million at 10.8%.

Stock based compensation was $265.2 million in the June 2026 quarter, 13.7% of revenue, against $160.0 million and 15.9% a year earlier and $684.0 million and 15.3% for FY2025. Management's adjusted income from operations of $1,194.5 million for the quarter is the GAAP $912.0 million plus that charge and the $17.3 million of employer payroll taxes on it, and nothing else. The bridge between the two was $282.5 million, 23.6% of the adjusted figure, against 37.3% for FY2025 and 72.5% for FY2024. Adjusted diluted earnings per share were $0.41, level with GAAP, because the $297.4 million of income tax effects deducted in the quarter exceeded the two add backs; for FY2025 the adjusted $0.75 sat $0.12 above the GAAP $0.63.

The weighted average diluted share count was 2,568.7 million in the June 2026 quarter against 2,562.9 million a year earlier, and the dilutive increment reported in the earnings per share note fell to 168.9 million shares from 197.7 million. Shares in issue across the three classes were 2,402.9 million at 30 June 2026 against 2,391.2 million at 31 December 2025. Unrecognised compensation cost on unvested awards was $1,413 million at 30 June 2026: $916 million on restricted stock units over a weighted average three years, $361 million on stock options and $136 million on stock appreciation rights.

Cash and marketable securities were $9,409.1 million at 30 June 2026 against $7,177.0 million at 31 December 2025, with no debt outstanding and $500 million of undrawn revolving commitments maturing 31 March 2027. Operating cash flow was $1,216.2 million in the quarter and adjusted free cash flow $1,220.4 million, the gap being $18.7 million of cash payroll taxes added back against $14.6 million of capital spending. Accounts receivable reached $1,485.2 million; days sales outstanding was 69.8 days on the quarter and 85.0 days on the FY2025 full year measure. The $1.0 billion repurchase programme authorised in August 2023 was terminated in January 2026, after 0.6 million Class A shares were bought for $75.0 million in FY2025.

Remaining performance obligations were $4.9 billion at 30 June 2026 against $4.1 billion at 31 December 2025 and $1.7 billion a year before that, with 43% expected as revenue within twelve months. Total remaining deal value, which presumes every contract option is exercised and no contract terminated, was $11.2 billion at 31 December 2025, up 105%, and excludes $12.3 billion of awarded indefinite delivery, indefinite quantity government contracts whose funding is not yet determined. Closed total contract value in the June 2026 quarter was $3.373 billion, up 49%. Customers numbered 1,049 over the twelve months to 30 June 2026 against 849 a year earlier, average revenue from the top twenty reached $124 million, no customer reached 10% of revenue, and one held 27% of the receivable balance. In March 2026 Palantir amended a third party cloud services agreement and committed to spend at least $5.6 billion over ten contract years to 29 February 2036, replacing a $1.95 billion commitment running to 30 September 2033.

Guidance is issued only in the quarterly earnings releases; the 10-K and the two 2026 10-Qs carry none. The FY2026 revenue guide was raised twice in six months, from $7.182 billion to $7.198 billion on 2 February 2026 to $8.150 billion to $8.158 billion on 3 August 2026, with adjusted income from operations raised to $4.889 billion to $4.897 billion and adjusted free cash flow to $4.5 billion to $4.7 billion. Those four figures stand at 7 September 2026. In each of the five quarters guided and since reported, revenue came in above the guided midpoint by between 5.9% and 8.9% and adjusted income from operations by between 12.2% and 21.3%.

Class A common stock closed at $174.33 on 4 September 2026, putting the market value of all 2,403,058,480 shares across the three classes at $418,925 million and of the listed Class A alone at $401,083 million. That is 93.6 times FY2025 revenue, against 25.4 times at Snowflake, 11.0 times at ServiceNow and between 0.8 and 1.4 times at the three government services comparators. Palantir's 56.2% revenue growth and 31.6% GAAP operating margin for FY2025 are the highest of the eight companies compared, on the latest fiscal year each has filed, and its total liabilities of 15.9% of total assets the lowest.

Three classes of common stock are outstanding and only Class A is listed. At the 6 April 2026 record date the 1,005,000 Class F shares were 0.04% of the shares outstanding and carried 27.7% of the voting power on the election of directors, under a charter formula that sets the founders' combined voting power at 49.999999%. All seven directors were elected at the 3 June 2026 annual meeting, Ernst & Young was ratified with 99.4% support, the advisory vote on executive compensation drew 84.4%, and three stockholder proposals were defeated with 8.2%, 12.4% and 25.9% support. No Schedule 13G or 13D naming Palantir as subject has been filed since 14 November 2024, a gap of about twenty two months.

Across the twelve months to 7 September 2026, 56 Forms 4 name Palantir as issuer and none carries code P, an open market purchase. Insiders sold 2,737,380 Class A shares in the open market for $401.9 million and a further 3,226,088 shares for $478.4 million to cover tax withholding on vesting restricted stock units. The largest single transaction was Peter Thiel's sale of 2,000,000 shares on 2 March 2026 at a weighted average $144.8538 under a plan adopted 14 November 2025. Item 1A of the FY2025 10-K carries 83 risk factors against 84 a year earlier, the one removed covering the terminated share repurchase programme, and both 2026 quarterly reports restate all 83 in full rather than reporting no material change. The passages most rewritten in 2026 cover external scrutiny of the company and its leadership, the rising United States share of revenue, and artificial intelligence and privacy regulation.

1 Revenue & Business Model

Revenue for the quarter to 30 June 2026 was $1,935.5 million, up 93% on the same quarter of 2025. Palantir sells subscriptions to four software platforms and the services that deploy them, and reports two customer groups as segments: Government, which sells to defence, intelligence and civil agencies in the United States and allied countries, at $990.0 million of that quarter, and Commercial, which sells to customers in other industries, at $945.4 million. Customers in the United States produced $1,573.0 million of the quarter and customers elsewhere $362.4 million. FY2025 revenue was $4,475.4 million, 56% above FY2024, split 54% Government and 46% Commercial and 74% United States. FY2024 revenue was $2,865.5 million, 29% above FY2023 (Form 10-Q, accession 0001321655-26-000041; Forms 10-K, accessions 0001321655-26-000011 and 0001321655-25-000022).

The platforms

Item 1 of the FY2025 Form 10-K names four principal software platforms and the Palantir Ontology that sits under them. The Ontology is described there as the systematic mapping of data to meaningful context, integrating the data, logic and actions behind a decision into a representation of the organisation.

Table 1.1 The four platforms, as Item 1 of the FY2025 Form 10-K describes them

Source: Form 10-K for FY2025, accession 0001321655-26-000011, Item 1.

How the contracts are written and how revenue is recognised

Management's Discussion and Analysis, which is Item 7 of the annual report and Item 2 of the quarterly report, states that customers pay to use the platforms, that contract terms are generally one to five years with shorter terms sometimes agreed, that revenue is generally recognised ratably over the contract term, and that many customer contracts contain termination for convenience provisions. As of 31 December 2025 the FY2025 Form 10-K states that Palantir expects to generate revenue from contracts closed during the quarter and the year then ended for an additional four years on a dollar weighted average contract duration basis, a measure the filing defines as presuming that customers exercise all contractual options and that no contract is terminated.

The revenue recognition policy applies ASC 606 across three streams. Palantir Cloud subscriptions grant access to the software in a hosted environment Palantir controls, sold together with stand ready operations and maintenance services, with revenue recognised over the contract term on a ratable basis. On-Premises Software is a term licence to use functional intellectual property on the customer's own infrastructure or cloud instance, sold with operations and maintenance services that the filing concludes are so interdependent with the licence that the two form a single performance obligation, again recognised ratably. Professional services cover on demand user support, user interface configuration, training and ongoing ontology and data modelling support, recognised over the service term. Pricing is generally fixed, and where consideration is variable the policy includes the estimated amount that is probable not to reverse. Item 1 also states that Palantir has historically executed many of its contracts in the third and fourth quarters, following customers' fiscal year ends and procurement cycles.

The revenue note in the FY2025 Form 10-K disaggregates revenue by customer segment and geographic region, pointing to the segment and geographic note for both splits. The FY2025 Form 10-K, the Form 10-Q for the quarter to 30 June 2026 and the earnings release exhibits to the Forms 8-K of 2 February 2026 and 3 August 2026 carry no split of revenue by platform or by those three revenue streams.

Revenue by segment

Commercial revenue reached $945.4 million in the quarter to 30 June 2026, within $44.6 million of Government revenue, on growth of 110% against 79%. Commercial was 46% of FY2025 revenue against 45% of FY2024 revenue.

Table 1.2 Revenue by segment and by geography, FY2021 to FY2025, $ thousands as filed

Source: Forms 10-K, accessions 0001321655-26-000011 and 0001321655-23-000011, Segment and Geographic Information note. Shares are the filed amounts expressed against filed total revenue.

Table 1.3 Revenue for the quarter and the six months to 30 June 2026, $ thousands as filed

Source: Form 10-Q for the quarter ended 30 June 2026, accession 0001321655-26-000041, Segment and Geographic Information note and MD&A. The segment change percentages are as filed in the MD&A comparison table.

Revenue by geography

The United States was 80% of revenue in the six months to 30 June 2026, against 74% for FY2025 and 66% for FY2024. Rest of world revenue was $728.0 million in FY2025 against $660.7 million in FY2024, and its share fell from 23% to 16% over those two years. The United Kingdom, disclosed as a separate line in the annual report, was $427.4 million of FY2025 revenue, a share the annual report states as 10%, against 11% in each of FY2024 and FY2023. The Form 10-Q for the quarter to 30 June 2026 adds that if the portion of total revenue attributable to the United States remains at current levels or continues to increase, the business and financial condition could be more exposed to adverse conditions in the United States.

Each segment split between the United States and elsewhere

Table 1.4 Segment revenue by customer location, $ millions

Source: United States amounts as stated in MD&A of the Forms 10-K for FY2023 and FY2024, accessions 0001321655-24-000022 and 0001321655-25-000022, in the Form 10-Q for the quarter ended 30 June 2026, accession 0001321655-26-000041, and in the FY2025 earnings release, exhibit 99.1 to the Form 8-K of 2 February 2026, accession 0001321655-26-000004. Amounts outside the United States are the segment total from the Segment and Geographic Information note less the stated United States amount, and carry the rounding of that stated amount.

United States commercial revenue was $764 million in the quarter to 30 June 2026 against $306 million a year earlier, a 149% increase as stated in the Form 10-Q. United States government revenue was $809 million against $426 million. Commercial revenue outside the United States was $181.4 million in the quarter and $608.2 million for FY2025 against $593.6 million in FY2024, while United States commercial revenue went from $702.3 million to $1,465 million over the same two years.

Within Commercial, revenue from Strategic Commercial Contracts fell to $15.3 million in FY2025 from $52.3 million in FY2024, a decrease of $37.0 million as stated in Item 7. The FY2025 Form 10-K describes these as commercial contracts for access to Palantir's products entered into alongside Investment Agreements signed from 2021 through 2022, under which Palantir agreed to purchase shares in the counterparty. No investments were purchased under those agreements during FY2024 or FY2025.

Contracted revenue not yet recognised

The filings give two measures of contracted revenue on different definitions. Remaining performance obligations are defined in the notes as noncancelable contracted revenue not yet recognised, including deferred revenue and in certain instances amounts that will be invoiced; contracts with original terms of twelve months or less are excluded under a practical expedient, and cancelable contracted revenue including customer deposits is not counted. Total remaining deal value is defined in MD&A as the total remaining value of contracts entered into with or awarded by customers as of the period end, presuming that all contract options are exercised and no contract is terminated, and it may exclude part of the value of certain commercial contracts following assessments of a customer's ability and intention to pay.

Table 1.5 Contracted revenue measures as disclosed, $ billions

Source: Forms 10-K, accessions 0001321655-26-000011, 0001321655-25-000022, 0001321655-24-000022, 0001321655-23-000011 and 0001193125-22-050913, and Form 10-Q, accession 0001321655-26-000041. The FY2021 note gives the next twelve months only. Total remaining deal value is stated as at each year end in MD&A of the annual report and is not given as at 30 June 2026 in the Form 10-Q for that quarter. IDIQ means indefinite delivery, indefinite quantity: MD&A states these are government contracts already awarded whose funding has not yet been determined or guaranteed, and excludes them from total remaining deal value.

Remaining performance obligations were $4.9 billion at 30 June 2026 and $4.1 billion at 31 December 2025, against $1.7 billion at 31 December 2024. Total remaining deal value was $11.2 billion at 31 December 2025, which MD&A states was up 105% on the $5.4 billion at 31 December 2024, with the commercial component up 117% to $6.8 billion and the government component up 90% to $4.4 billion. Contract liabilities, being deferred revenue and customer deposits, were $1.1 billion at 30 June 2026 and $812.3 million at 31 December 2025.

The quarterly earnings release exhibits report two further measures on their own stated definitions. Total contract value is defined there as the total potential lifetime value of contracts entered into with, or awarded by, customers at the time of contract execution, and remaining deal value as the total remaining value of contracts as of the end of the reporting period. The release for the quarter to 30 June 2026 states closed total contract value of $3.373 billion, up 49% year on year, of which $2.132 billion was United States commercial, up 153%, and United States commercial remaining deal value of $6.238 billion, up 124% year on year and 27% on the prior quarter. It also states 220 deals closed of at least $1 million, 98 of at least $5 million and 73 of at least $10 million. The release for the quarter to 31 December 2025 states closed total contract value of $4.262 billion, up 138% year on year, with United States commercial total contract value of $1.344 billion, up 67% (exhibits 99.1 to the Forms 8-K of 3 August 2026 and 2 February 2026, accessions 0001321655-26-000039 and 0001321655-26-000004).

Customers and concentration

The filings define a customer as an organisation from which revenue was recognised during the trailing twelve month period, and treat each division, unit or subsidiary agency of a large government institution that contracts and is invoiced separately as a separate customer. The FY2025 Form 10-K gives the United States Food and Drug Administration, the Centers for Disease Control and Prevention and the National Institutes of Health as three separate customers within the Department of Health and Human Services.

Table 1.6 Customers and concentration as disclosed

Source: Forms 10-K, accessions 0001321655-26-000011, 0001321655-25-000022, 0001321655-24-000022 and 0001321655-23-000011, and Form 10-Q, accession 0001321655-26-000041. Customer counts and top twenty averages are on the trailing twelve month basis the filings use. Accounts receivable and the receivable concentration are as at each period end; the receivable balances are the net amounts on the consolidated balance sheets, and the concentration of credit risk note states the same balances rounded to one decimal place in billions. The filings label the largest receivable balance Customer I.

Average revenue from the top twenty customers reached $124 million over the twelve months to 30 June 2026, from $75 million over the twelve months to 30 June 2025, a 67% increase as stated in the Form 10-Q. For FY2025 the average was $93.9 million, up 45% on FY2024. No customer reached 10% of total revenue in FY2021 through FY2025, nor in the three or six months to 30 June 2026 and 2025; the last to do so was a Government segment customer labelled Customer F, at 10% of FY2020 revenue. One customer held 27% of the $1.5 billion accounts receivable balance at 30 June 2026, 25% of the $1.0 billion balance at 31 December 2025 and 26% of the $0.6 billion balance at 31 December 2024, each percentage and each rounded balance as stated in the concentration of credit risk note, in periods when no customer reached 10% of revenue.

Scale of the operation behind the revenue

The FY2025 Form 10-K reports 4,429 full time employees at 31 December 2025, 28% of them employed outside the United States, against FY2025 revenue of $4,475.4 million and 954 customers. Item 1 states that customer acquisition targets large scale, hard to execute opportunities at large government and commercial institutions, and names AIP bootcamps, which it describes as delivering real workflows on actual customer data in days, and a Developer Tier giving limited access to Foundry and AIP in the United States and selected countries. Chapter 2 carries the reconciliation between reported GAAP results and management's adjusted measures, including the stock based compensation added back and the effect on the share count.

2 Financial Analysis & Ratios

Palantir Technologies Inc. reported revenue of $1,935.5 million for the quarter to 30 June 2026, 92.8% above the $1,003.7 million of the same quarter a year earlier, with income from operations of $912.0 million on a 47.1% operating margin and net income attributable to common stockholders of $1,061.9 million (Form 10-Q, accession 0001321655-26-000041). Diluted earnings per share were $0.41 on 2,568.7 million weighted average diluted shares. Management also reported adjusted income from operations of $1,194.5 million for the quarter, $282.5 million above the GAAP figure, the whole of that gap being stock based compensation of $265.2 million and the employer payroll taxes on it of $17.3 million (Form 8-K Exhibit 99.1, accession 0001321655-26-000039).

For the year to 31 December 2025 revenue was $4,475.4 million, 56.2% above FY2024, income from operations was $1,414.0 million on a 31.6% margin, and net income attributable to common stockholders was $1,625.0 million (Form 10-K, accession 0001321655-26-000011). FY2024 revenue was $2,865.5 million, up 28.8% on FY2023, with income from operations of $310.4 million on a 10.8% margin.

2.1 The income statement

Table 2.1 Consolidated statements of operations, FY2023 to FY2025 US dollars in millions as filed. The percentage columns are computed from those filed amounts and are not the percentage table the annual report prints, which is rounded to whole numbers. Source: Form 10-K, accession 0001321655-26-000011.

Operating expenses grew 14.2% in FY2025 while revenue grew 56.2%, which moved total operating expenses from 69.4% of FY2024 revenue to 50.8% of FY2025 revenue.

Table 2.2 The 2026 quarters against the same quarters of 2025 US dollars in millions as filed. The change, gross margin and operating margin rows are computed from those filed amounts; the quarterly reports print their own margin percentages rounded to whole numbers. Sources: Forms 10-Q, accessions 0001321655-26-000041 (second quarter) and 0001321655-26-000028 (first quarter).

The fourth quarter of 2025 is reported in the earnings release rather than in a Form 10-Q: revenue $1,406.8 million, income from operations $575.4 million and net income to common stockholders $608.7 million (Form 8-K Exhibit 99.1, accession 0001321655-26-000004).

Table 2.3 What changed in FY2025 against FY2024, with the reason the annual report gives US dollars in millions. Source: Form 10-K, accession 0001321655-26-000011, Item 7.

For the quarter to 30 June 2026 the quarterly report attributes the $103.9 million rise in cost of revenue to third party cloud hosting services of $89 million and stock based compensation and related expenses of $13 million, partly offset by a $13 million fall in subcontractor expenses. It attributes the $95.7 million rise in sales and marketing to stock based compensation and related expenses of $43 million and payroll and other payroll related costs of $22 million, the $57.5 million rise in research and development to third party cloud hosting services of $25 million and stock based compensation and related expenses of $20 million, and the $32.0 million rise in general and administrative to stock based compensation and related expenses of $11 million and payroll and other payroll related costs of $8 million (accession 0001321655-26-000041).

2.2 Stock based compensation

Stock based compensation was $265.2 million in the quarter to 30 June 2026, 13.7% of revenue and 66% above the $160.0 million of the same quarter a year earlier. For FY2025 it was $684.0 million, 15.3% of revenue, against $691.6 million and 24.1% of revenue in FY2024. That $7.6 million decrease is the only annual fall in the three years Table 2.4 covers, and the annual report attributes it to stock appreciation rights that vested and were fully expensed during FY2024.

Table 2.4 Stock based compensation by income statement line US dollars in millions as filed, with the expense shown as a percentage of the line it sits in. Sources: Form 10-K, accession 0001321655-26-000011; Forms 10-Q, accessions 0001321655-26-000041 and 0001321655-26-000028.

Sales and marketing carried the largest share of the charge in the quarter to 30 June 2026, $106.1 million of the $265.2 million, and in FY2024 and FY2025; general and administrative carried the largest share in FY2023 and in the first two quarters of 2025. Against the size of the line it sits in, general and administrative carries the heaviest concentration in every period, 36.0% of that expense in the June 2026 quarter and between 34.2 and 38.5% across the table. The quarterly report attributes the $105.2 million year on year increase in the June 2026 quarter to expense on grants awarded since 30 June 2025, including restricted stock units, performance based restricted stock units and stock appreciation rights, partly offset by awards that became fully vested and by forfeitures.

At 30 June 2026 unrecognised compensation cost on unvested awards was $916 million for restricted stock units, to be recognised over a weighted average three years, $361 million for stock options over four years ten months and twenty one days, and $136 million for stock appreciation rights over eight years. The equivalent figure for performance based restricted stock units was nil (accession 0001321655-26-000041).

2.3 The GAAP to adjusted bridge

Management reports adjusted income from operations, adjusted free cash flow, adjusted EBITDA, adjusted net income attributable to common stockholders and adjusted earnings per share in each quarterly earnings release. The release describes the first of these as "adjusted income from operations, which excludes stock-based compensation and related employer payroll taxes" and gives two reasons for the exclusions: stock based compensation is a noncash expense whose removal, it states, provides meaningful supplemental information on operational performance; and employer payroll taxes on stock based compensation are difficult to predict and outside the company's control (Form 8-K Exhibit 99.1, accession 0001321655-26-000039). Adjusted income from operations adds back those two items and no others.

Table 2.5 Income from operations, GAAP to adjusted US dollars in millions exactly as printed in the earnings releases. Sources: Forms 8-K Exhibit 99.1, accessions 0001321655-26-000039 (Q2 2026), 0001321655-26-000026 (Q1 2026), 0001321655-26-000004 (Q4 2025, FY2025 and FY2024) and 0001321655-24-000010 (FY2023).

The bridge was $282.5 million in the quarter to 30 June 2026, 23.6% of the adjusted figure, against $840.1 million and 37.3% for FY2025 and $817.7 million and 72.5% for FY2024.

Table 2.6 Operating cash flow to adjusted free cash flow US dollars in millions exactly as printed in the earnings releases. Sources as for Table 2.5.

Adjusted free cash flow exceeds operating cash flow in every period shown, because the cash payroll taxes added back are larger than the capital spending deducted. In the quarter to 30 June 2026 that gap was $4.2 million on operating cash flow of $1,216.2 million; for FY2025 it was $135.9 million on operating cash flow of $2,134.5 million. Capital spending was $33.9 million in FY2025 and $22.0 million in the six months to 30 June 2026, against revenue of $4,475.4 million and $3,568.0 million.

Table 2.7 Net income and diluted earnings per share, GAAP to adjusted US dollars in millions except per share amounts, exactly as printed in the earnings releases. Sources as for Table 2.5.

The tax adjustment deducted in the fourth line is larger than the two add backs combined in the quarter to 30 June 2026, which puts adjusted net income $14.9 million below the GAAP figure and adjusted diluted earnings per share level with GAAP at $0.41. In the quarter to 31 March 2026 adjusted diluted earnings per share of $0.33 sat $0.01 below GAAP. For FY2025 the adjusted figure of $0.75 sat $0.12 above GAAP. Adjusted EBITDA, which starts from net income attributable to common stockholders, adds back noncontrolling interests, income taxes, depreciation and amortisation, stock based compensation and the employer payroll taxes on it, and deducts interest income and other income and expense, net, was $1,202.7 million in the June 2026 quarter and $2,280.2 million for FY2025.

2.4 The dilution arithmetic

The share counts below are the weighted average counts used in the earnings per share calculation, filed for each period; the count of shares in issue at a date is given underneath.

Table 2.8 Weighted average shares and the dilutive increment Millions of shares, weighted average for each period, as filed. Sources: Form 10-K, accession 0001321655-26-000011; Forms 10-Q, accessions 0001321655-26-000041 and 0001321655-26-000028.

The basic weighted average count was 2,399.8 million for the quarter to 30 June 2026 and the diluted count 2,568.7 million, against 2,365.2 million and 2,562.9 million for the same quarter of 2025. Both are 11.8% above the FY2023 weighted averages of 2,147.4 million and 2,297.9 million. The gap between the two counts, the dilutive increment reported in the earnings per share note, was 168.9 million shares in the June 2026 quarter, against 197.7 million a year earlier and 204.1 million in the March 2025 quarter.

Shares in issue across the three classes were 2,402.9 million at 30 June 2026 against 2,391.2 million at 31 December 2025, of which Class A was 2,300.5 million and 2,291.0 million and Class B 101.4 million and 99.2 million; Class F was 1.005 million at both dates (accession 0001321655-26-000041). Awards left out of the diluted computation because they would have been antidilutive were 14 million stock appreciation rights and 3 million restricted stock units for the six months to 30 June 2026, and 11.3 million stock appreciation rights and 1.1 million restricted stock units for FY2025.

Three financing lines in the cash flow statement move with the same awards. Proceeds from the exercise of stock options were $9.8 million in the six months to 30 June 2026, against $129.1 million for FY2025 and $745.4 million for FY2024. Payments for tax withholding on the net share settlement of equity awards were $81.1 million in FY2025 against $218.3 million in FY2024 and nil in FY2023. Repurchases of Class A common stock were $75.0 million in FY2025 against $64.2 million in FY2024 and nil in FY2023 (accession 0001321655-26-000011).

2.5 Cash, marketable securities and debt

Table 2.9 Cash, securities, working capital and debt US dollars in millions as filed. Sources: Forms 10-K, accessions 0001321655-26-000011 and 0001321655-25-000022; Form 10-Q, accession 0001321655-26-000041.

The securities portfolio sits in two places on the balance sheet. At 30 June 2026 US Treasury securities classified as available for sale had a fair value of $7,591.8 million, of which $396.8 million sat inside cash and cash equivalents and $7,195.0 million inside marketable securities; the remaining $184.1 million of the marketable securities line was equity securities carried at fair value. Amortised cost of the Treasury holdings was $7,599.6 million, with gross unrealised gains of $0.7 million and gross unrealised losses of $8.5 million. At 31 December 2025 the same holdings had a fair value of $5,729.9 million against amortised cost of $5,720.9 million, with gross unrealised gains of $9.2 million and losses of $0.1 million. A further $167.0 million of privately held equity securities without a readily determinable fair value sat in other noncurrent assets at 30 June 2026, against $170.0 million at 31 December 2025. Management describes its principal sources of liquidity as cash, cash equivalents and short term US Treasury securities totalling $9.2 billion at 30 June 2026 and $7.2 billion at 31 December 2025; the difference from the $9,409.1 million and $7,177.0 million above is the equity securities carried inside marketable securities.

Interest income was $77.5 million in the quarter to 30 June 2026 and $143.9 million in the six months, against $229.2 million for the whole of FY2025 and $196.8 million in FY2024. It was 7.2% of income before income taxes in the June 2026 quarter, against 13.8% for FY2025 and 40.2% for FY2024. Other income and expense, which the quarterly report says consists primarily of realised and unrealised gains and losses on equity securities and foreign currency gains and losses, contributed $91.8 million in the June 2026 quarter, 8.5% of pretax income, and the same report records net unrealised gains on equity securities held at fair value of $66 million for the quarter and $64 million for the six months.

There is no debt outstanding. The 2014 revolving credit facility carries $500 million of commitments, none of it drawn at 31 December 2025 or 30 June 2026, and a covenant requiring minimum liquidity of $50 million (accessions 0001321655-26-000011 and 0001321655-26-000041).

2.6 Ratios

Table 2.10 Ratio analysis, FY2023 to the quarter ended 30 June 2026 Derived from the figures in Tables 2.1, 2.2, 2.5 to 2.9. Returns are struck on the average of opening and closing balances for the full years. Return on average equity is net income attributable to common stockholders over average Palantir stockholders' equity excluding noncontrolling interests, which the balance sheet states as $5,003.3 million at 31 December 2024 and $7,387.3 million at 31 December 2025 (accession 0001321655-26-000011); the equity line in Table 2.9 is total equity including noncontrolling interests. Return on average assets is net income including noncontrolling interests over average total assets; struck instead on net income attributable to common stockholders the FY2025 figure is 21.3%. Quarterly ratios cover the quarter alone, and days sales outstanding for the quarter uses 91 days.

Return on average equity was 26.2% for FY2025 against 10.9% for FY2024, struck on net income attributable to common stockholders over average Palantir stockholders' equity excluding noncontrolling interests, which averaged $6,195.3 million in FY2025. Return on average assets, struck on net income including noncontrolling interests over average total assets, was 21.5% against 8.6%. The effective tax rate was 1.4% for FY2025 against 4.3% for FY2024, on a provision of $22.7 million against $21.3 million and pretax income of $1,657.4 million against $489.2 million. Days sales outstanding was 69.8 days for the June 2026 quarter; on the full year measure it lengthened to 85.0 days at the end of FY2025 from 73.2 days a year earlier, as receivables rose from $575.0 million to $1,042.1 million and then to $1,485.2 million at 30 June 2026. Total liabilities of $1,793.7 million at 30 June 2026, 0.18 times total equity, consist mainly of deferred revenue of $613.2 million, accounts payable and accrued liabilities of $504.1 million, customer deposits of $452.6 million and operating lease liabilities, with no borrowings.

3 MD&A & Management Commentary

For the quarter to 30 June 2026 Palantir reported revenue of $1,935.5 million, up 93% on the same quarter of 2025, GAAP income from operations of $912.0 million at a 47% margin, and adjusted income from operations of $1,194.5 million at a 62% margin. GAAP net income attributable to common stockholders was $1,061.9 million and GAAP diluted earnings per share $0.41, the same figure as adjusted diluted earnings per share. Adjusted income from operations is management's own measure, defined in every release as income from operations excluding stock based compensation and related employer payroll taxes; chapter 2 carries the reconciliation of the GAAP figures to the adjusted ones and the dilution arithmetic behind them. These figures come from Exhibit 99.1 to the Form 8-K of 3 August 2026, accession 0001321655-26-000039, and from Part I Item 2 of the Form 10-Q for the same quarter, accession 0001321655-26-000041.

FY2025 revenue was $4,475.4 million, up 56% on FY2024, with GAAP income from operations of $1,414.0 million at a 32% margin and adjusted income from operations of $2,254.1 million at a 50% margin. The FY2024 comparatives in Item 7 of the FY2025 Form 10-K, accession 0001321655-26-000011, are revenue of $2,865.5 million, GAAP income from operations of $310.4 million and adjusted income from operations of $1,128.1 million at a 39% adjusted margin. Full year stock based compensation was $684.0 million in FY2025 against $691.6 million in FY2024, a decrease of 1%, which the 10-K attributes to stock appreciation rights that vested and were expensed in FY2024, partly offset by new grants of restricted stock units, performance based restricted stock units and stock appreciation rights.

Results as management reported them

Table 3.1 Results as reported in each Exhibit 99.1 earnings release

Sources: Exhibit 99.1 to accessions 0001321655-26-000039, 0001321655-26-000026, 0001321655-26-000004, 0001321655-25-000130, 0001321655-25-000105 and 0001321655-25-000063. Rule of 40 is defined in each release as the sum of the revenue growth rate year over year and the adjusted operating margin, and the releases state it by quarter rather than for the full year.

The six earnings Forms 8-K, Item by Item

Each of the six carries three Items: 2.02 Results of Operations and Financial Condition, 7.01 Regulation FD Disclosure and 9.01 Financial Statements and Exhibits. The Item 2.02 text in all six states that the information furnished under that Item and in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934. The Item 7.01 text in all six is the same sentence with only the date changed: on that date the Company posted a new investor presentation on its investor relations website at investors.palantir.com and a letter from its Chief Executive Officer at palantir.com. Item 9.01 in all six lists two exhibits under paragraph (d), Exhibit 99.1, the press release of that date, and Exhibit 104, the cover page interactive data file embedded within the inline XBRL document. Each of the six is signed by Alexander C. Karp as Chief Executive Officer. The other two Forms 8-K filed since 1 May 2025 carry Item 5.07 and report annual meeting voting; they are covered in chapters 5 and 6.

Table 3.2 What Exhibit 99.1 to each Item 2.02 Form 8-K says

Chapter 1 sets out how the releases define total contract value and remaining deal value. Each release adds that the majority of contracts are subject to termination provisions, including termination for convenience.

The dateline is Denver on the four releases from May 2025 to February 2026 and Miami on the two releases of 4 May 2026 and 3 August 2026. The cover page of the FY2025 Form 10-K, filed 17 February 2026, gives the principal executive offices as Aventura, Florida, with Denver, Colorado shown as the former address.

The guidance record

Guidance is carried in the Outlook section of Exhibit 99.1 to each Item 2.02 Form 8-K. The periodic reports carry none: a text search of Item 7 of the FY2025 Form 10-K, accession 0001321655-26-000011, returns no occurrence of the words guidance or outlook, and Part I Item 2 of the Q2 2026 Form 10-Q, accession 0001321655-26-000041, and of the Q1 2026 Form 10-Q, accession 0001321655-26-000028, contain no outlook section and no forward revenue or adjusted operating income figure. Each release states that a reconciliation of non GAAP guidance measures to the corresponding GAAP measures is not available on a forward looking basis without unreasonable effort, because of the uncertainty and potential variability of reconciling items such as stock based compensation and related employer payroll taxes.

Table 3.3 Full year guidance, as issued and as since restated

The four FY2026 figures issued on 3 August 2026 are the ones that stand at 7 September 2026, since no later filing has changed them. Every release in the window also carries a statement on GAAP profitability. The release of 2 February 2026 lists, among the full year 2026 expectations, "GAAP operating income and net income in each quarter of this year", and the two 2026 raises and the three 2025 raises each carry the sentence "And we continue to expect GAAP operating income and net income in each quarter of this year."

The FY2026 revenue guide was raised twice in six months, from a midpoint of $7.190 billion to a midpoint of $8.154 billion. Against FY2025 revenue of $4,475.4 million as reported, the standing midpoint is 82% higher, which is the growth rate the 3 August 2026 headline attaches to it. The three FY2026 headlines quote 61%, 71% and 82% growth in that order, and 115%, 120% and 134% for US commercial revenue.

Table 3.4 Quarter ahead guidance and what the quarter was reported at

The quarter to 30 September 2026 had not closed at 7 September 2026, so the Q3 2026 row carries guidance only. In each of the five quarters that have been reported, revenue came in above the midpoint of the guided range, by between 5.9% and 8.9%, and adjusted income from operations came in above its guided midpoint by between 12.2% and 21.3%. The releases give no forward GAAP income from operations figure, so the last column has no guided counterpart.

Trends management flags in its own MD&A

Table 3.5 Trends and conditions named in Item 7 of the 10-K and Part I Item 2 of the 10-Qs

Two passages of MD&A text changed across the three filings. The Iran clause entered the geopolitical paragraph at the Q1 2026 Form 10-Q and remains in the Q2 2026 Form 10-Q. The sentence on exposure to adverse conditions in the United States entered the Macroeconomic Trends paragraph at the Q2 2026 Form 10-Q, in the same filing that puts the US share of revenue at 80% for the half year, against 74% for FY2025 in the 10-K.

Adjusted measures in the releases, GAAP in the periodic reports

The releases lead on adjusted measures and on the Rule of 40 score, both of which management defines in the same document. The 10-K and the two 10-Qs lead on the GAAP statements and place the adjusted measures in a separate reconciliation section. Chapter 2 sets out the bridge between the two sets of figures.

The Rule of 40 score stated in the releases was 155% for the quarter to 30 June 2026 against 83% for the quarter to 31 March 2025, while the GAAP operating margin rose from 20% to 47% over the same six quarters.

Guidance is given for four measures: revenue, US commercial revenue, adjusted income from operations and adjusted free cash flow. Revenue and US commercial revenue are GAAP amounts; adjusted income from operations and adjusted free cash flow are the two non GAAP measures management defines in the same release. The forward GAAP statement in each release is qualitative, that GAAP operating income and net income are expected in each quarter of the year, with no figure attached.

4 Sector & Competitor Analysis

In the quarter to 30 June 2026 Palantir reported revenue of $1,935.5m against $1,003.7m a year earlier, a rise of 92.8%, and income from operations of $912.0m, a 47.1% operating margin (Form 10-Q, accession 0001321655-26-000041). For the year to 31 December 2025 revenue was $4,475.4m, 56.2% above FY2024, with income from operations of $1,414.0m and a 31.6% operating margin (Form 10-K, accession 0001321655-26-000011). Against the seven comparators in this chapter, both the growth rate and the GAAP operating margin are the highest in the set for the latest fiscal year each company has filed. Palantir contributes 4.4% of the set's combined revenue and 44.7% of its combined market value at the close of 4 September 2026.

The sector, as the filings define it

Palantir's filer record carries SIC code 7372, Services-Prepackaged Software. Item 1 of the FY2025 Form 10-K describes the four platforms set out in Table 1.1: Gotham, Foundry, the Artificial Intelligence Platform and Apollo. The same item states 954 customers as of 31 December 2025, 54% of 2025 revenue from the government segment and 46% from the commercial segment, 74% from the United States and 26% from abroad, and 4,429 full time employees. Item 7 of the same filing carries the comparative, 711 customers a year earlier.

Item 1 names no competitor company. Under the heading Competition it states: "We are fundamentally competing with the internal software development efforts of our potential customers." It then adds four categories: large enterprise software companies, government contractors, system integrators, and emerging companies together with established companies that have entered or may enter the market. Item 1A repeats the same four categories in the risk factor headed "We face intense competition in our markets, and we may lack sufficient financial or other resources to maintain or improve our competitive position." That risk factor adds newly formed companies and larger companies investing in research and development, including in products that incorporate artificial intelligence.

Item 1A of the FY2025 Form 10-K names two technology companies, Amazon Web Services and Microsoft. Both appear there as third party providers Palantir depends on for computing infrastructure, in the risk factor stating that if those providers establish more favourable relationships with Palantir's competitors, or change their pricing or terms, Palantir may have to move to other cloud providers or invest in a private cloud. Neither is named as a competitor. Item 1 names one further technology company, Fujitsu Limited, as the counterparty to a strategic global partnership entered into through Palantir Technologies Japan KK, under which the parties will incorporate the capabilities of Foundry and AIP into the data infrastructure for Fujitsu Uvance; that filing names it as a partner and not as a competitor either.

Item 1 lists seven competitive factors for the markets Palantir operates in: platform capabilities and product functionality; data security and privacy; ease and speed of adoption, use and deployment; product innovation; pricing and cost structures; customer experience, including support; and brand awareness and reputation. It also states that some competitors have greater name recognition, longer operating histories, larger customer bases, larger sales and marketing budgets, lower labour and research and development costs, and substantially greater financial and technical resources.

No filing in this chapter's source set states a market share for Palantir or for any comparator, so none is given here. The sector is sized instead by the eight companies in the table below, whose combined revenue for the latest fiscal year each has filed is $102,171m.

The comparator set

The set is built in two steps. First, the four categories Item 1 names are each given listed representatives. Second, within each category the closest listed peer on the financial profile is taken: revenue growth, operating margin and the size of stock based compensation relative to revenue. Four of the seven comparators carry Palantir's own SIC code 7372; the three government facing comparators carry SIC codes 7373 and 8742, which is itself part of what makes the comparison imperfect.

Table 4.1 The comparator set, the category each stands for, and what limits the comparison

Fiscal years in the table end on five different dates, so the periods overlap without coinciding, and each row states the period it comes from. The four categories Item 1 names also overlap with Palantir's own partnerships: the same item describes channel sales relationships with public and private organisations and partnerships with providers of public, private and hybrid cloud services, so a company in one of these categories can appear as a partner as well as a competitor.

The comparison

Every figure in Table 4.2 comes from the company's own annual report on the accession stated in Table 4.1, and one definition is applied throughout. Growth compares the two revenue lines presented in the same filing. Gross margin appears only where the income statement presents a gross profit subtotal, which the three government services filers do not. Operating margin is income or loss from operations over revenue. Stock based compensation is the add back in each company's own cash flow statement, so the same line is used eight times. Operating return on assets is operating income over total assets at the fiscal year end. Government share of revenue is taken from the customer concentration disclosure of the same annual report, where that disclosure states one.

Table 4.2 Like for like comparison, latest filed fiscal year for each company

C3.ai's operating margin of (199.2%) sits below the axis floor of Figure 4.1 and is marked with a triangle.

The next highest growth rate in the set is Snowflake at 29.2%, and the next highest GAAP operating margin is Salesforce at 20.1%. The three government facing comparators fall between (6.4%) and 10.9% growth and between 9.2% and 12.3% operating margin, on revenue bases running from 2.1 to 3.8 times Palantir's. Palantir's gross margin of 82.4% is the highest of the five companies that present a gross profit subtotal.

On the balance sheet the ordering changes. Palantir carries total liabilities equal to 15.9% of total assets, the lowest ratio in the set, against 84.5% at Booz Allen and 78.9% at Snowflake. On operating return on assets Palantir is highest at 15.9%, with Leidos at 15.6% and Booz Allen at 14.5%: those two earn operating margins of 12.3 and 9.2% on asset bases of $13,493m and $7,118m against revenue of $17,174m and $11,217m.

Stock based compensation

The distance between the two bars for each company in Figure 4.2 is that company's stock based compensation as a share of revenue. For Palantir the gap is 15.3%age points: $684.0m of stock based compensation on $4,475.4m of revenue in FY2025, which takes the operating margin from 31.6% to 46.9%. That share is the third largest in the set, behind C3.ai at 105.4% and Snowflake at 34.1%, and just ahead of ServiceNow at 14.7%.

Palantir's $684.0m of stock based compensation in FY2025 is 2.8 times the $243.5m that Booz Allen, Leidos and CACI recorded between them across their latest fiscal years, on a combined revenue base of $37,959m against Palantir's $4,475m. As a share of revenue Palantir's 15.3% is 18.4 times CACI's 0.8%.

Chapter 2 carries the bridge from GAAP to adjusted income from operations and the dilution arithmetic behind it. The margin before stock based compensation column in Table 4.2 is a narrower measure than Palantir's own adjusted operating margin of 50% for FY2025, because it adds back only stock based compensation and not the $156.1m of related employer payroll taxes, and it is computed the same way for all eight companies so that the column compares.

In the half year to 30 June 2026 Palantir recorded stock based compensation of $466.8m on revenue of $3,568.0m, 13.1% of revenue, against 15.3% for FY2025 as a whole (accession 0001321655-26-000041).

Valuation on the fixed price date

Every price below is the closing price of Friday 4 September 2026, the last session before United States markets shut on Monday 7 September 2026. Share counts are cover page counts from the filing named in each row. Market value multiplies the close by the total shares outstanding across every class on that cover page. Palantir has three classes of common stock, of which only Class A is registered and listed, and chapter 6 sets out the voting mechanics of the other two. The market value used here is struck on all 2,403,058,480 shares, because all three classes are common stock outstanding on Palantir's own cover page, valued at the Class A close; on Class A alone the figure is $401,083m. This block is the single price basis for the report, and chapter 9 imports it.

Table 4.3 Market value on the close of 4 September 2026 against the filed fiscal year

Snowflake and C3.ai reported an operating loss for the fiscal year shown, so the last column reads n/a for them. Revenue in the denominator is the fiscal year revenue in Table 4.2, which for six of the eight companies ended between five and nine months before the price date; for CACI it ended on 30 June 2026 and for C3.ai on 30 April 2026.

Palantir's market value is 93.6 times its FY2025 revenue, 3.7 times Snowflake's 25.4 times and 8.5 times ServiceNow's 11.0 times. The three government facing comparators sit between 0.8 and 1.4 times revenue. Palantir's $418,925m of market value exceeds the combined $265,020m of Snowflake and ServiceNow, whose combined revenue of $17,962m for the fiscal years shown is 4.0 times Palantir's.

The revenue denominators are not struck on the same date. The multiples use market value as the numerator, so they carry no adjustment for the cash and debt each company holds, and those differ widely: Palantir holds $1,423.8m of cash and cash equivalents against total liabilities of $1,412.4m, while CACI holds $191.8m of cash against total liabilities of $7,356.9m. The three government facing comparators earn a services margin on a services asset base, where Palantir's revenue is software subscriptions.

5 Material Events & Contracts

The most recent Form 8-K on Palantir's filing record was filed on 3 August 2026 and furnished the results for the quarter to 30 June 2026. Palantir filed eight Forms 8-K between 1 May 2025 and 7 September 2026: six quarterly earnings releases carrying Items 2.02, 7.01 and 9.01, and two June vote results filings carrying Item 5.07. No Form 8-K in that window carries Item 1.01 (entry into a material definitive agreement), Item 5.02 (departure or election of directors or officers) or Item 8.01 (other events). The item numbers here come from the EDGAR filing header of each of the eight filings, read through the filing search endpoint. The structured 8-K endpoint returns only three records for this company across all time, all of them Item 5.02 and none inside this window, so it indexes a subset of items and not the full list of current reports.

Material contracts appear in the exhibit indexes of the annual and quarterly reports. The FY2025 Form 10-K, accession 0001321655-26-000011, filed no new Exhibit 10 series contract of its own: every one of its eight Exhibit 10 items is incorporated by reference from a 2020 registration statement, a 2022 Form 8-K or a 2024 Form 10-Q. The single Exhibit 10 filed in the last twelve months is the copy of the 2020 Equity Incentive Plan attached to the Q2 2026 Form 10-Q, accession 0001321655-26-000041, at 798,259 bytes.

The largest new commercial obligation in the period is disclosed in Note 7 of both 2026 Forms 10-Q. In March 2026 Palantir amended one of its third party cloud services agreements and committed to spend at least $5.6 billion over ten contract years through 29 February 2036, with annual minimum commitments of $268 million to $979 million. No 8-K in the window reports it and neither 2026 Form 10-Q files the amendment as an exhibit.

The current report record

Table 5.1 Forms 8-K filed between 1 May 2025 and 7 September 2026

The six earnings 8-Ks are identical in construction. Each furnishes the release as Exhibit 99.1 under Item 2.02 and states that the information furnished under that item and in the accompanying exhibit is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Each then adds under Item 7.01 that the company "posted a new investor presentation on its investor relations website at https://investors.palantir.com and a letter from its Chief Executive Officer at https://www.palantir.com." The Item 7.01 wording is identical in all six filings apart from the date.

The 3 August 2026 release is titled "Palantir Reports Q2 2026 U.S. Comm Revenue Growth of 149% Y/Y and Revenue Growth of 93% Y/Y; Raises FY 2026 Revenue Guidance to 82% Y/Y Growth and U.S. Comm Revenue Guidance to 134% Y/Y, Crushing Consensus Expectations", and the chief executive quoted in it describes the quarter as "otherworldly". All six release titles in the window end in the same three words, "Crushing Consensus Expectations". The guidance record and the management commentary in these releases are the subject of chapter 3.

The two add backs that make up adjusted income from operations, stock based compensation and the employer payroll taxes related to it, account for the whole of the gap in every quarter: $265,209 thousand plus $17,259 thousand in the quarter to 30 June 2026, against $155,339 thousand plus $59,323 thousand in the quarter to 31 March 2025. Chapter 2 carries the reconciliation and the dilution arithmetic.

Table 5.2 Operating metrics disclosed alongside the results in each Item 2.02 release

Figures as stated in Exhibit 99.1 of accessions 0001321655-25-000063, 0001321655-25-000105, 0001321655-25-000130, 0001321655-26-000004, 0001321655-26-000026 and 0001321655-26-000039. The Q1 2025 release states US commercial total contract value of $810 million, up 183% year on year, without a total contract value figure for all business, so that cell reads n/a.

The two Item 5.07 filings

The 8-K of 9 June 2026 reports the annual meeting of 3 June 2026, held on a record date of 6 April 2026: seven directors elected, Ernst & Young ratified as auditor for the year ending 31 December 2026, named executive officer compensation approved on an advisory basis, and three stockholder proposals not approved. The 8-K of 9 June 2025 reports the meeting of 5 June 2025, held on a record date of 11 April 2025, at which two proposals were put: seven directors elected, and Ernst & Young ratified for the year ending 31 December 2025 with 2,878,472,219 votes for and 17,224,414 against. The 2026 meeting put six proposals to stockholders against two in 2025, the three stockholder proposals being new. Chapter 6 carries the vote counts, the board recommendations and the voting power behind the totals.

Material contracts

Table 5.3 is the Exhibit 9 and Exhibit 10 index of the FY2025 Form 10-K plus the one Exhibit 10 filed with a 2026 Form 10-Q. The "+" marker in the 10-K index carries the filing's own legend, "Indicates a management contract or compensatory plan or arrangement".

Table 5.3 Material contract exhibits of the FY2025 Form 10-K and the 2026 Forms 10-Q

The revolving credit facility, exhibit 10.2. This is a secured borrowing line. The thirteenth amendment of 1 July 2022 restated the 2014 credit agreement in full and added a delayed draw term loan facility of up to $450.0 million, available through 1 July 2023 in up to four installments of at least $50.0 million each, maturing 31 March 2027 with no scheduled amortisation payments until maturity, and secured with substantially all of the company's assets. The 8-K announcing it stated that no amounts were then outstanding under the credit agreement. The FY2025 10-K Note 6 states aggregate revolving commitments of $500.0 million maturing 31 March 2027, no outstanding debt balance at 31 December 2025, a covenant to maintain minimum liquidity of $50.0 million, limitations on liens and indebtedness, and compliance with all covenants. Note 6 of the Q1 2026 10-Q and Note 6 of the Q2 2026 10-Q repeat the same $500 million commitment, the same $50 million liquidity covenant, the same maturity, no drawn balance and compliance, at 31 March 2026 and 30 June 2026 respectively. The FY2025 10-K also states that the terms of the undrawn facility restrict the company's ability to declare and pay cash dividends.

The 2020 Equity Incentive Plan, exhibit 10.1 of the Q2 2026 Form 10-Q. This is the plan under which Palantir grants incentive and nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to employees, directors and consultants. The maximum aggregate number of shares issuable under it is 150,000,000 shares, plus up to 800,000,000 shares rolled in from awards under the Amended 2010 Equity Incentive Plan and the 2020 Executive Equity Incentive Plan that expire, are withheld for exercise price or tax, or are forfeited, plus an automatic annual increase on the first day of each fiscal year equal to the least of 250,000,000 shares, 5% of common stock outstanding on the last day of the preceding fiscal year, or a lesser number set by the plan administrator. Shares withheld to pay an exercise price or to satisfy tax withholding return to the reserve. For a stock appreciation right, only the net shares issued cease to be available. The plan runs for ten years from board adoption on 7 September 2020 and the administrator may amend, alter, suspend or terminate it.

The plan text in the August 2026 copy is word for word the same as the November 2024 copy incorporated by reference into the FY2025 10-K. The rest of the 798,259 byte exhibit is the bundle of form award agreements: one form of stock option agreement, three forms of stock appreciation right agreement, one form of restricted stock unit agreement and one form of performance based restricted stock unit agreement. The November 2024 copy carried two forms of stock appreciation right agreement; the August 2026 copy carries three.

The three stock appreciation right forms differ in how they vest and in whether the payout is capped. The first two set both a Value Cap Per Share and a Maximum Appreciation Value Per Share in the notice of grant, so that the total payout is bounded. The exhibit states that the Maximum Total Appreciation Value means, and "shall in no event ever exceed", the Maximum Appreciation Value Per Share multiplied by the number of shares granted. The first form vests on a market price condition. The award, to the extent outstanding and unvested, fully vests on the first day after the grant date that is an Above Price Day, which the form defines as any day on which the closing price of the immediately preceding trading day is greater than the exercise price per share. Under both capped forms, if a change in control occurs and the award is not assumed or substituted, any portion not vested, or vested and unexercised, is forfeited for no consideration immediately before closing. The third form, the one added in the August 2026 filing, carries no value cap fields at all and vests on a stated monthly schedule subject to continued service.

The Security Program Continuation Agreement with Alexander Karp, exhibit 10.8. This agreement, signed by both parties on 5 June 2019, obliges Palantir to keep paying for the chief executive's personal security programme after he leaves the company. The length of the obligation turns on how the employment ends: thirty months after an involuntary termination, fifteen months after a voluntary termination, and one month after any other termination, in each case ending earlier on his death or on his starting or continuing service with a competitor. After a voluntary termination he may elect, on at least one month's notice, to continue the support for a further fifteen months at his own expense. Palantir also pays a tax gross up on any company paid support treated as taxable compensation, calculated by a firm the company selects at the highest marginal rates applying to him in each jurisdiction, with no gross up for Section 280G parachute payments, the Section 4999 excise tax or Section 409A. Payment is conditioned on his signing a separation agreement and release of claims that becomes effective within sixty days of termination, though the agreement states that because of "the critical nature of the Continuation Support for Executive’s personal safety" the support begins at or as soon as practicable after termination and is cut off only if the release is not delivered by that deadline. The agreement has no fixed end date: it "will terminate when all of the obligations under this Agreement have been satisfied or upon the written agreement of the parties." It confirms that his employment is at will.

The Outside Director Compensation Policy, exhibit 10.6. Adopted 10 September 2020, this fixes what non employee directors are paid. Each outside director other than Peter Thiel receives a cash retainer of $40,000 a year, paid quarterly in arrears with no per meeting fees, plus $25,000 for serving as lead independent director, $25,000 as chair of the audit committee or of the compensation, nominating and governance committee, and $12,500 as a member of either committee, with a chair receiving only the chair fee for that committee. Equity awards are automatic and nondiscretionary: restricted stock units worth $400,000 on joining, vesting a third a year over three years, and restricted stock units worth $300,000 on the first trading day after each annual meeting, vesting on the earlier of the first anniversary of grant or the day before the next annual meeting. Total compensation to any one non founder outside director is capped at $750,000 a fiscal year, raised to $1,500,000 in the year they join. Peter Thiel is named in the policy as the "Founder Outside Director" and receives no cash, no equity and no other compensation under it beyond expense reimbursement.

The Form of Indemnification Agreement, exhibit 10.1. Palantir signs this with each director and executive officer. It commits the company to indemnify them to the fullest extent permitted by Delaware law and to advance their legal expenses as a proceeding runs, on these terms: "Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances", subject to an undertaking to repay if indemnification is finally denied. If the company fails to pay within ten days of a determination of entitlement, or within thirty days for expenses advanced under the relevant sections, the indemnitee may sue or elect single arbitrator arbitration, and in that action the company carries the burden of proving that the indemnitee is not entitled. Indemnification does not cover amounts the indemnitee must reimburse the company for bonus, incentive or equity compensation or trading profits under the Exchange Act. The agreement runs until the later of ten years after service ends and one year after the final termination of any then pending proceeding. The FY2025 10-K Note 8 restates the same obligation for the directors and officers named as defendants in the securities litigation described below.

The Employee Incentive Compensation Plan, exhibit 10.7. This is the cash bonus plan. The administrator, by default the compensation, nominating and governance committee, selects participants for each performance period, sets a target award and may establish a bonus pool, and retains discretion at any time before payment to increase, reduce or eliminate a participant's award or the pool itself. The performance goals the administrator may use are listed at length and include contract awards or backlog, unadjusted or adjusted total contract value, revenue, operating income and total stockholder return, measured on either GAAP or adjusted results. Awards are paid in cash in a single lump sum, generally require employment on the payment date, and are subject to clawback under any policy required by exchange listing standards or the Dodd Frank Act, with a further twelve month recovery on an accounting restatement caused by misconduct. The plan is governed by California law with venue in Santa Clara County or the Northern District of California.

The 2020 Executive Equity Incentive Plan, exhibit 10.5. Approved by the board in August 2020 with 165,900,000 shares of Class B common stock reserved, this plan was used once: in August 2020 it granted certain officers options over 162,000,000 shares of Class B common stock and restricted stock units covering 3,900,000 shares. It was terminated before the direct listing and no further awards will be granted under it, though it continues to govern the awards already outstanding. Those figures are from Note 10 of the FY2025 10-K.

Commitments

At 31 December 2025 the FY2025 10-K reported total contractual obligations and commitments of $1,980,049 thousand, of which $1,758,951 thousand was noncancelable purchase commitments, primarily third party cloud hosting, and $221,098 thousand was operating lease commitments, stated net of $71.4 million of sublease income. Imputed interest of $63.2 million is deducted separately in the lease note to reach total operating lease liabilities of $157.9 million. Note 8 of that filing described the largest of those cloud agreements as a commitment to spend at least $1.95 billion over ten contract years through 30 September 2033, of which $79.2 million of the $170.2 million commitment for the contract year running 1 October 2025 to 30 September 2026 had been satisfied at the year end.

That agreement was amended the month after the 10-K was filed. Note 7 of the Q1 2026 Form 10-Q, repeated in Note 7 of the Q2 2026 Form 10-Q, states that in March 2026 Palantir amended one of its third party cloud services agreements and committed to spend at least $5.6 billion, with annual minimum commitments of $268 million to $979 million, over ten contract years through 29 February 2036, and that "Any and all previous payment obligations related to such third-party cloud hosting services agreement were terminated concurrently with the signing of this amendment." The minimum spend is $3.65 billion higher than the commitment it replaced and the end date moves out by nearly two and a half years. The note does not name the counterparty; the FY2025 10-K risk factors name AWS and Microsoft Azure among the third parties the company relies on for cloud hosting capacity, without tying either to this commitment. Neither 2026 Form 10-Q filed the amendment as an exhibit, and neither carries an Exhibit 10 series item other than the equity plan described above.

Both 2026 quarters state that, apart from the cloud amendment, there were no material changes outside the ordinary course of business to the commitments disclosed in the FY2025 10-K.

Palantir also disclosed in the FY2025 10-K that its board authorised a share repurchase programme of up to $1.0 billion of Class A common stock in August 2023, that it repurchased and retired 0.6 million shares for $75.0 million including commissions during FY2025, and that in January 2026 it terminated the programme. The termination is disclosed in that annual report; no Form 8-K in the window reports it.

Legal proceedings

Item 3 of the FY2025 10-K and Part II Item 1 of the Q2 2026 10-Q both state that Palantir is subject to legal proceedings and claims arising in the ordinary course of business and that, on current knowledge, the amount or range of reasonably possible losses is not expected to have a material adverse effect individually or in aggregate. Both point to the commitments and contingencies note for the detail.

The notes name one matter. Three putative securities class action complaints were filed in the United States District Court for the District of Colorado on 15 September, 25 October and 4 November 2022, captioned Cupat v. Palantir Technologies Inc., et al. (No. 1:22-cv-02384), Allegheny County Employees' Retirement System v. Palantir Technologies, Inc., et al. (No. 1:22-cv-02805) and Shijun Liu, Individually and as Trustee of the Liu Family Trust 2019 v. Palantir Technologies Inc., et al. (No. 1:22-cv-02893), naming the company and certain current and former officers and directors. The suits allege false and misleading statements about the business and its prospects, plead claims under Sections 10(b), 20(a) and 20(A) of the Exchange Act and Sections 11 and 15 of the Securities Act, and seek unspecified damages and remedies. The three were consolidated as Lead Civil Action No. 1:22-cv-02834-CNS-SKC. The court dismissed the matter without prejudice on 31 March 2024; plaintiffs filed a second amended complaint on 24 May 2024; the court dismissed with prejudice on 4 April 2025 and entered judgment for the defendants the same day; plaintiffs filed a notice of appeal to the United States Court of Appeals for the Tenth Circuit on 2 May 2025. The 2026 Forms 10-Q add that the Tenth Circuit heard oral arguments on 16 March 2026. No decision on the appeal appears in any filing through the Q2 2026 Form 10-Q.

At 31 December 2025, at 31 March 2026 and at 30 June 2026 the company stated in each case that it was not aware of any currently pending legal matters or claims, individually or in aggregate, expected to have a material adverse impact on its financial statements. No loss contingency accrual for this matter is disclosed in any of the three filings.

Palantir warrants that its products will perform substantially as described in the product documentation during the subscription term, or for up to 90 days where the customer hosts the software, and has recorded no warranty expense or related accrual at 30 June 2026 or 31 December 2025. It also indemnifies customers against third party intellectual property infringement claims, undertaking to defend and either settle or pay damages, and to secure continued use, modify or replace the product, or refund the software cost prorated over the period. It states that it has never had to pay on such a claim and has recorded no liability for infringement costs at either date.

6 Ownership, Voting Power & Annual Meeting

Palantir Technologies Inc. has three classes of common stock. On the cover page of the Form 10-Q for the quarter ended 30 June 2026, as of 27 July 2026, there were 2,300,713,329 shares of Class A common stock, 101,340,151 shares of Class B common stock and 1,005,000 shares of Class F common stock outstanding (accession 0001321655-26-000041). Only Class A is registered under Section 12(b) and listed, on the Nasdaq Stock Market under the symbol PLTR; the cover page of the FY2025 Form 10-K states that no securities are registered under Section 12(g), so Classes B and F are outstanding, unregistered and unlisted (accession 0001321655-26-000011). At the record date for the 2026 annual meeting, the 1,005,000 shares of Class F common stock were 0.04% of the shares outstanding and carried 27.7% of the voting power on the election of directors.

Table 6.1 Share classes, as filed

Authorised share counts and the preferred stock position are from Exhibit 4.2, Description of Capital Stock, filed with the FY2024 Form 10-K (accession 0001321655-25-000022) and incorporated by reference into the FY2025 Form 10-K. Outstanding counts are from the Form 10-Q cover page (accession 0001321655-26-000041) and the proxy statement for the 2026 annual meeting (accession 0001321655-26-000019).

Class F, the founders' class

Class F common stock is held by Alexander Karp, Stephen Cohen and Peter Thiel, whom the proxy statement calls the Founders, through a voting trust. The three of them hold 335,000 shares each. The class is described in three filings: the amended and restated certificate of incorporation, filed as Exhibit 3.1 to the Form 8-K of 28 December 2022 (accession 0001193125-22-313008); Exhibit 4.2, Description of Capital Stock (accession 0001321655-25-000022); and the proxy statement itself (accession 0001321655-26-000019).

How the vote is computed. Article IV, Section D.1(b) of the certificate of incorporation gives each share of Class A one vote and each share of Class B ten votes. Each share of Class F carries either ten votes, or a number of votes equal to the "Applicable Vote for All Shares of Class F Common Stock" divided by the number of Class F shares outstanding. Article V defines that applicable vote as the number of votes equal to 49.999999% of the voting power entitled to vote on the matter, reduced to 49.999999% of the shares present in person or represented by proxy where the voting standard is a majority of shares present, minus the votes attaching to the Founder Shares. Founder Shares are the Class A and Class B shares over which the grantee holds a proxy under the Founder Voting Agreement, plus any shares a Founder has designated as Designated Founders' Excluded Shares. The result is rounded down to a whole number and cannot be less than zero.

The caps and the triggers. Three conditions in the charter change the answer. The Class F shares carry ten votes per share, rather than the variable number, if the Founder Block measured at the record date is below the Ownership Threshold, and also whenever Class F votes separately as a class. The Ownership Threshold is 100,000,000 Corporation Equity Securities, adjusted for stock splits and similar events, and reduced pro rata when a Founder ceases to be party to the Founder Voting Agreement; Exhibit 4.2 estimates that reduction at about 57 million securities for Alexander Karp, about 12 million for Stephen Cohen and about 31 million for Peter Thiel, against approximately 502.4 million securities the Founders and certain affiliates held on 10 August 2020. The proxy statement states that the Ownership Threshold was satisfied as of the record date for the 2026 annual meeting. The third condition works the other way: where the votes attaching to Founder Shares alone exceed 49.999999% of the voting power on a matter, the Class F shares carry zero votes on that matter.

Who holds it and how it is voted. All 1,005,000 shares sit in the Founder Voting Trust, with Wilmington Trust, National Association as trustee. The description of securities filed as Exhibit 4.2 to the FY2024 Form 10-K, accession 0001321655-25-000022, states that the trust was established under the Founder Voting Trust Agreement dated as of 22 September 2020, among the Founders as beneficiaries and Wilmington Trust, National Association as the initial trustee. Each Founder delivers a written instruction three business days before the meeting saying how the Class F votes should be cast. Where at least two of the three instructions match, the trustee casts all Class F shares as a block in that manner. Where no two match, the proxy statement says the trustee withholds on a director nominee and abstains on the ratification of the auditor, on the advisory vote on named executive officer compensation and on the stockholder proposals; the charter's general rule for that case is to withhold or abstain where the effect would be a vote against the matter, and otherwise to vote against. The trustee exercises no voting discretion of its own. Under the Founder Voting Agreement the shares over which the grantee holds a proxy are voted the same way the trustee votes the Class F shares. Designated Founders' Excluded Shares sit outside that arrangement and may be voted at the holder's discretion; the proxy statement states that Mr Thiel has designated a portion of the Class A and Class B shares beneficially owned by him and his affiliates as such shares, and that those shares reduce the total voting power of the Class F common stock.

What the charter says would end it. Article IV, Section D.4 provides that each share of Class F converts automatically into one share of Class B common stock on the Final Class F Conversion Date, and Article V defines that date as the earliest of the effective date of the termination of the Founder Voting Trust, other than a termination occurring in connection with a Reorganization, and the effective date of the termination of the Voting Agreement. Exhibit 4.2 states the same trigger. The charter sets no calendar date, no age or tenure test and no ownership level at which the class expires. A Class F share is also convertible into one Class B share at the holder's option at any time, transfer of a Class F share or of any interest in one is void, a holder may surrender shares to the company for cancellation, and on the withdrawal or removal of a Founder as a beneficiary of the trust that Founder's pro rata portion of the Class F shares is converted into Class B. After the Final Class F Conversion Date the company may not issue further Class F shares, and the board is then divided into three classes.

Several other provisions in the charter and bylaws are conditioned on the same date. Before it, the designation or issuance of any series of preferred stock requires the affirmative vote of a majority of the outstanding Class F shares; a transaction requiring a majority vote under Section 251(c) or Section 271(a) of the Delaware General Corporation Law and involving a change of control requires 55.0% of the voting power; stockholder action by written consent requires the consent of a majority of the Class F shares voting as a separate class; and a related person transaction between a Founder and the company above $50,000,000 in fair market value requires either 66 and two thirds percent of the voting power or the approval of an independent committee.

Table 6.2 Voting arithmetic at the record date, 6 April 2026, as printed in the proxy statement

Source: Form DEF 14A, accession 0001321655-26-000019. Class F shares outstanding were 1,005,000, giving approximately 1,259.505 votes per share on Proposal 1. Founder Shares and Class F votes together came to 2,282,040,948 votes on Proposal 1, against 2,282,041,040 votes held by all other stockholders.

Beneficial ownership

Table 6.3 Beneficial ownership as of 6 April 2026

Source: Form DEF 14A, accession 0001321655-26-000019. An asterisk marks a holding of less than 1%, as printed in the proxy. The share columns include shares issuable on options exercisable and restricted stock units settling within 60 days of 6 April 2026, which is why the Class B figures exceed the record date column in Table 6.2; the percentage of votes column is computed on record date outstanding shares and excludes those shares. For the three Founders individually the percentage of votes column covers only their Class A and Class B holdings, with the Class F votes shown on the Founder Voting Trust and Founder Total rows. BlackRock, Inc. is the only holder of more than 5% of any class named in the table, and the company sources that row to BlackRock's Schedule 13G/A of 8 November 2024. Of the Class A shares held of record, 3,000,000 by Mr Karp, 978,630 by Mr Moore and 10,635,784 of those beneficially owned by Mr Thiel are pledged as collateral for personal debt arrangements.

The 2026 annual meeting

The meeting was held on 3 June 2026, with a record date of 6 April 2026. Six proposals were put to stockholders, against two at the 2025 meeting on 5 June 2025. The additional four were the advisory vote on named executive officer compensation, which the proxy statement says is held every three years following a stockholder vote at the 2021 annual meeting and was last held on 6 June 2023, and three stockholder proposals. Class F votes per share differed across the proposals because the charter formula measures 49.999999% of the voting power against a different base for each: all outstanding shares on the election of directors, and the shares present and entitled to vote where the standard is a majority of shares present. The election of directors and Proposals 3 to 6 each drew 381,084,411 broker nonvotes, which are not entitled to vote on those matters; Proposal 2 drew none.

At 1,259.505 votes per share the Class F shares carried 1,265,802,792 votes on Proposal 1, which is 36.6% of the 3,459,447,126 votes cast on each nominee. At 160.412 votes per share on Proposals 3 to 6 they carried 161,214,060 votes, which is 6.9% of the 2,354,858,002 votes cast on each of those four proposals.

Table 6.4 2026 annual meeting, results as reported

Source: Form 8-K, Item 5.07, accession 0001321655-26-000033, and Form DEF 14A, accession 0001321655-26-000019, for the board recommendations. The proxy statement identifies the lead filer of Proposal 4 as The Presbyterian Church (U.S.A.), the lead filer of Proposal 5 as the Sisters of St. Joseph of Peace, and the proponent of Proposal 6 as the New York State Common Retirement Fund. Directors are elected by a plurality, so withheld votes and broker nonvotes have no effect on the outcome; the ratification requires a majority of the voting power present and entitled to vote, on which abstentions count against.

Support for the three stockholder proposals, measured as votes for divided by the total of votes for, against and abstaining, was 8.2% on Proposal 4, 12.4% on Proposal 5 and 25.9% on Proposal 6. The advisory vote on compensation drew 84.4% in favour on the same basis, and the ratification of Ernst & Young 99.4%. At the 2025 meeting the ratification drew 99.2% of the 2,900,391,741 votes cast, and each nominee drew between 84.9% and 99.4% of the 3,275,181,778 votes cast, against 85.5% to 99.3% of 3,459,447,126 votes in 2026 (accession 0001321655-25-000084). Broker nonvotes on the election of directors fell from 414,188,876 in 2025 to 381,084,411 in 2026.

Holdings reported on Form 13F

Form 13F-HR reports are filed under each investment manager's own CIK, not under Palantir's CIK 1321655, and are found by searching holdings for CUSIP 69608A108. For the quarter ended 30 June 2026, 2,939 reports name that CUSIP. Running the same query without the form type clause also returns 2,939, so no amended reports sit in that set.

Table 6.5 Class A common stock reported by five institutional managers, Forms 13F-HR

Source: Forms 13F-HR naming CUSIP 69608A108. The June 2026 quarter reports carry accessions 0002012383-26-003238, 0002100119-26-001527, 0000093751-26-000507, 0001214717-26-000008 and 0000315066-26-002260; earlier quarters and the March 2026 Vanguard report, which is an amended report, accession 0002100119-26-001311, are listed in model.py. Each figure is the sum of the common stock rows for that CUSIP in the report; option rows are excluded, and the only one in this set is 122,000 shares in BlackRock's September 2025 report. n/a marks a report that was not retrieved. BlackRock's reported position is the largest of the five in each quarter for which its report is shown. One further report for the June 2026 quarter is left out of the table: the California State Teachers' Retirement System, accession 0001081019-26-000019, states 383,800,665 shares against a position value of $3,289,626,000, about $8.57 a share, where the other June 2026 reports in the set imply roughly $117 a share, so the share count and the value do not correspond on the basis the rest of the table uses.

Voting authority reported against these positions varies. State Street reports sole voting authority over 11,025,068 of its 104,490,468 shares at 30 June 2026, shared authority over 933,519 and none over 92,531,881. Vanguard Capital Management reports no voting authority over any of its 146,137,514 shares.

The Schedule 13G record

Four Schedules 13G name Palantir as the subject company in the two years to 7 September 2026. All four are amendments and all four were filed between 4 October and 14 November 2024. There is no original Schedule 13G, and no Schedule 13D or 13D/A, naming Palantir as subject in that window. A search scoped to Palantir's CIK returns nine, because Palantir Technologies Inc. is itself the filer on five schedules reporting stakes in other companies; those five are not part of Palantir's own ownership record.

Table 6.6 Schedules 13G naming Palantir Technologies Inc. as subject, two years to 7 September 2026

The two BlackRock schedules carry the same amendment number, the same event date and the same aggregate amount; they differ on the cover page line for sole voting power, which is zero on the 22 October filing and 145,607,103 on the 8 November filing. The Vanguard schedule reports no sole voting power, shared voting power over 2,721,800 shares, sole dispositive power over 234,902,260 shares and shared dispositive power over 9,156,590 shares. Mr Thiel's aggregate of 100,335,000 shares comprises 41,899,108 held by STS Holdings II LLC, 34,260,451 by Rivendell 7 LLC, 20,823,993 by PLTR Holdings LLC, 3,016,448 by Rivendell 25 LLC and 335,000 shares of Class F common stock held in the Founder Voting Trust; the percentages on that schedule are struck on 2,180,654,456 Class A shares outstanding at 28 October 2024.

No Schedule 13G or Schedule 13D naming Palantir as subject company has been filed since 14 November 2024, a gap of about twenty two months to 7 September 2026.

7 Insider Activity

The most recent Section 16 filing on Palantir's filing record is a Form 4 filed on 3 September 2026 for a transaction dated 1 September 2026: Lauren Elaina Friedman Stat, a director, sold 1,342 Class A shares at $182.50, leaving 52,765 shares held directly, and the form's footnote states the sale was made in the open market under a Rule 10b5-1 trading plan entered into on 11 February 2026 (accession 0001840244-26-000016).

Across the twelve months to 7 September 2026, 56 Forms 4 name Palantir Technologies Inc. as issuer, filed by 11 distinct reporting persons. Counts in this chapter are of filings, not of people: one person filed twelve Forms 4 and three filed one each. A 57th Form 4 sits under the same CIK and is excluded here because on that form Palantir Technologies Inc. is the reporting person and Surf Air Mobility Inc. is the issuer, so it reports no trade in Palantir stock (accession 0001321655-25-000126, filed 9 September 2025). Alongside the Forms 4, 37 Forms 144 were filed. A Form 144 is a notice that a person proposes to sell restricted or control stock, filed before the sale; it records an intention and is counted separately from the Forms 4, which record the transaction after it happens.

No Form 3 and no Form 5 was filed under this CIK in the window. The same Form 3 query run without a date range returns 23 filings across all time, so the filing record does hold Forms 3; the most recent was filed on 8 April 2025 (accession 0001321655-25-000049), and on that one Palantir is the reporting person over MSP Recovery, Inc., so it names no new Palantir insider either. A Form 3 is the initial statement of beneficial ownership a person files on becoming a director, officer or ten percent holder, and a Form 5 is the annual catch up statement.

7.1 What the 56 Forms 4 report

The 56 forms carry 345 transaction lines in Table I, which reports transactions in the shares themselves, and 48 lines in Table II, which reports transactions in derivative securities such as restricted stock units and options.

Table 7.1 Transaction codes carried on the 56 Forms 4, twelve months to 7 September 2026

Source: the 56 Forms 4 with Palantir as issuer, retrieved from the SEC-API.io MCP server.

No Form 4 in the window carries code P, an open market purchase. The buy to sell ratio, which is computed on open market transactions only, is therefore nil: nothing was bought against 2,737,380 Class A shares sold in the open market outside tax withholding. Nor does any form carry code F, the code for shares withheld by the issuer to satisfy tax; Palantir reports its withholding disposals as code S sales into the market, identified by footnote.

7.2 Open market sales separated from plan and award driven transactions

The 317 code S lines split on what each form's own footnote says the sale was.

Table 7.2 The 5,963,468 Class A shares sold under code S, split by the footnote on the form

Source: the 56 Forms 4 with Palantir as issuer, retrieved from the SEC-API.io MCP server. Prices are the weighted average sale prices reported on the forms.

Every withholding sale batch falls on a restricted stock unit vesting date. Restricted stock units settled into 7,050,000 Class B shares on four dates, each unit a contingent right to one Class B share under the Amended 2010 Equity Incentive Plan or the 2020 Executive Equity Incentive Plan. Class B converts into Class A one for one, and 3,355,193 Class B shares were converted and the resulting Class A shares sold. Three people account for all of it.

Table 7.3 Restricted stock units settled on vesting, reported in Table II under code M

Source: Table II of the Forms 4 listed, retrieved from the SEC-API.io MCP server. The forms report these settlements as the 14 Table II lines under code M counted in Table 7.1, because each person's units on a vesting date are reported separately for the Amended 2010 Equity Incentive Plan and the 2020 Executive Equity Incentive Plan; the rows above aggregate those lines by reporting person and vesting date.

The other award driven entries are smaller. Four directors each received 2,118 Class A shares under code A on 4 June 2026, the day after the 2026 annual meeting: Alexander D. Moore, Alexandra W. Schiff, Lauren Elaina Friedman Stat and Eric H. Woersching. Jeffrey Buckley, the Chief Accounting Officer, received 21,141 Class A shares under code A on 26 April 2026 (accession 0001705189-26-000008) and two grants of stock appreciation rights in Table II, 13,388 rights at a $183.00 exercise price on 21 September 2025 and 17,124 rights at a $135.00 exercise price on 22 July 2026. David A. Glazer, the Chief Financial Officer and Treasurer, took up 9,000 shares on an employee stock option at a $4.72 exercise price on 12 December 2025 and sold 9,000 shares the same day at $185.91 (accession 0001823940-25-000004). Five code G lines report bona fide gifts totalling 420,831 shares, of which 410,000 were given by Shyam Sankar to a tax exempt public charity under Section 501(c)(3) of the Internal Revenue Code, 60,000 on 4 September 2025 and 350,000 across 10 and 11 August 2026.

Sales in November 2025, February 2026, May 2026 and August 2026 fall on the four restricted stock unit vesting dates in Table 7.3. The March 2026 column is a single Form 4.

Table 7.4 Forms 4 by month, twelve months to 7 September 2026

Source: the 56 Forms 4 and 37 Forms 144 with Palantir as issuer, retrieved from the SEC-API.io MCP server. Form counts are by month of filing; share columns are by transaction date, which is why the first bucket opens on 4 September 2025.

7.3 By reporting person

Table 7.5 Forms 4 by reporting person, twelve months to 7 September 2026

Source: the 56 Forms 4 with Palantir as issuer, retrieved from the SEC-API.io MCP server. The holding column is the amount reported after the last transaction on that person's most recent Form 4 in the window, and covers only the ownership form shown.

The single largest transaction in the window is the Form 4 filed on 4 March 2026 by Peter Thiel, a director (accession 0001211060-26-000007). It reports 2,000,000 Class A shares sold on 2 March 2026 across seven lines, each a price band with its own weighted average, from $140.9739 to $146.8003, giving $144.8538 across the whole and $289,707,507 gross, all held of record by STS Holdings II LLC, and its footnote states the sales were effected under a Rule 10b5-1 trading plan adopted on 14 November 2025. The same form reports 13,733,625 shares remaining in that vehicle and three further indirect holdings not transacted on the form: 34,260,451 shares held by Rivendell 7 LLC, 20,823,993 by PLTR Holdings LLC and 53,487 by Rivendell 25 LLC.

Table 7.6 The twelve Forms 4 reporting 100,000 shares or more disposed

Source: the Forms 4 listed, retrieved from the SEC-API.io MCP server.

7.4 The Rule 10b5-1 checkbox

Form 4 carries a checkbox on its face stating that a transaction was made under a contract, instruction or written plan meeting the conditions of Rule 10b5-1(c). The box is ticked on 33 of the 56 forms and left unticked on 23. The 23 unticked forms cover the gifts, the share and stock appreciation right awards, and the November 2025, February 2026 and May 2026 vesting batches for Alexander C. Karp, Stephen Andrew Cohen, Shyam Sankar, David A. Glazer and Ryan D. Taylor. On several of those unticked forms the footnote on the withholding line still records that the sales were conducted in compliance with the reporting person's Rule 10b5-1 trading plan, for example accession 0001823940-25-000003 and accession 0001705189-26-000015. The checkbox and the footnote are separate disclosures on the same form and both are reported here as filed.

7.5 The 37 Forms 144

A Form 144 gives the Commission notice that a person proposes to sell restricted or control stock, naming the broker, the number of units and an approximate sale date. It records an intention: the sale it describes may go unmade, or may be made in a different amount, and the Form 4 filed afterwards is what records what happened.

The 37 notices in the window cover 6,230,740 shares with an aggregate market value of $915,490,234 as stated on the notices. Nine people are named on them, under fourteen spellings. Twenty one notices state a Rule 10b5-1 plan adoption date and sixteen state none.

Table 7.7 Forms 144 by person named on the notice, twelve months to 7 September 2026

Source: the 37 Forms 144 naming Palantir as issuer, retrieved from the SEC-API.io MCP server. Names, relationships and values are as stated on each notice. Three notices name Ryan Taylor under three different spellings, and two each for Stephen Cohen and David Glazer, so the rows above group the spellings by person. Peter Thiel's notice states his relationship to the issuer as Officer, while his Form 4 for the same sale records him as a director.

The two Forms 144 filed in September 2025 under the name David Stat, for 21,000 and 9,000 shares, match the indirect sales of 21,000 shares on 11 September 2025 and 9,000 shares on 18 September 2025 reported on Lauren Elaina Friedman Stat's Forms 4 (accessions 0001840244-25-000003 and 0001840244-25-000004), whose footnotes state that the reporting person's spouse sold the shares under a Rule 10b5-1 plan.

7.6 Section 16 activity against the total share count

The 7,050,000 restricted stock units settled in the window and the 3,355,193 Class B shares converted into Class A on these forms cover only the 11 people who filed Forms 4, against 4,401 full time employees at 30 June 2026 and a stock based compensation charge of $466.8 million for the six months then ended. Chapter 2 carries the reconciliation of reported to adjusted operating income and the dilution arithmetic on a stated share basis; the figures in this chapter are Section 16 disclosures by named individuals, and company wide issuance is measured in the financial statements.

Every figure in Tables 7.1 to 7.7 is as read from the Forms 4 and Forms 144 named. Each price is the weighted average sale price the form reports for that price band, and each holding is the amount the form reports after the transaction.

8 Risk Factors

Part II Item 1A of the Form 10-Q for the quarter ended 30 June 2026, filed 3 August 2026 (accession 0001321655-26-000041), restates all 83 risk factors in full rather than stating that there have been no material changes since the annual report. It opens with the sentence the 10-K uses, with the form name changed: "Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q"; the FY2025 10-K sentence ends "in this Annual Report on Form 10-K". The Form 10-Q for the quarter ended 31 March 2026 (accession 0001321655-26-000028) does the same. Neither quarterly filing adds a risk factor or drops one against the FY2025 Form 10-K; each carries the same seven groups and the same 83 risk factors, and each rewrites body text inside them.

The Form 10-K for the year ended 31 December 2025, filed 17 February 2026 (accession 0001321655-26-000011), carries 83 risk factors in seven groups, against 84 in seven groups in the FY2024 Form 10-K filed 18 February 2025 (accession 0001321655-25-000022). One risk factor was removed and none was added. Three headings were reworded over risk factors that carried forward. Of the 83 risk factors that pair across the two annual reports, 37 are word for word identical and 7 had more than 5% of their wording rewritten.

Table 8.1 Risk factors by group, as Item 1A groups them

Accessions 0001321655-25-000022, 0001321655-26-000011, 0001321655-26-000028 and 0001321655-26-000041. The summary bullet list is introduced by the statement that the risks described include, but are not limited to, the ones listed, so the bullet count and the risk factor count differ.

8.1 What the FY2025 10-K removed

The one risk factor dropped is "There are no guarantees that our Share Repurchase Program will result in increased shareholder value.", which sat under Risks Related to Ownership of Our Class A Common Stock in the FY2024 10-K. Its text described the authorisation: "In August 2023, our Board of Directors authorized a stock repurchase program of up to $1.0 billion of our outstanding shares of Class A common stock (the “Share Repurchase Program”)." The phrase Share Repurchase Program appears nine times in the FY2024 Item 1A and zero times in the FY2025 Item 1A and in both 2026 10-Q Item 1A sections. Two other risk factors lost their references to it: the Class A price volatility risk dropped the bullet naming repurchases as a factor that could move the price, and the dividends risk dropped the clause about funding the programme.

8.2 What the FY2025 10-K reworded

Table 8.2 Risk factors added, removed or reworded in the FY2025 10-K against the FY2024 10-K

Status percentages measure the share of each risk factor's wording, heading and body together, that did not carry over from the FY2024 text.

Labels in Figure 8.2 are shortened forms of the filing's own headings, which are set out in full in Table 8.2 and Table 8.4.

8.3 The numbers Item 1A attaches to its risks

Table 8.3 Figures stated inside Item 1A, as filed at each date

Accessions as in Table 8.1. Figures marked (FY2025) are the annual figures the 10-Q repeats from the FY2025 10-K rather than an interim restatement. Employee counts are as of each period end.

On concentration the Q2 2026 10-Q states: "Our top three customers together accounted for 16% and 17% of our revenue for the years ended December 31, 2025 and 2024, respectively, and 16% and 17% of our revenue for the six months ended June 30, 2026 and 2025, respectively." On contracted work the FY2025 10-K states: "Of our total remaining deal value, as of December 31, 2025, $6.8 billion was the remaining deal value of our contracts with commercial customers and $4.4 billion was the remaining deal value of our contracts with government customers." The public sector risk factor states that a significant portion of revenue comes from federal, state, local and foreign government contracts without attaching a percentage to that statement, in the FY2025 10-K and in both 2026 10-Q filings.

Two exposures are quantified elsewhere in Item 1A. The trade controls risk factor states civil penalties of over $300,000 or twice the value of the transaction, whichever is greater, per violation of the Export Administration Regulations; over $1 million or twice the value of the transaction, whichever is greater, per violation of the International Traffic in Arms Regulations; and, for criminal knowing and wilful violations, fines of up to $1 million per violation and possible incarceration for responsible employees and managers. The risk factor on sales of Class A stock sets out the equity overhang at 30 June 2026: options over 19,746,179 Class A and 129,930,461 Class B shares, restricted stock units over 14,167,216 Class A and 19,500,000 Class B shares, stock appreciation rights over 13,690,664 Class A shares and performance based restricted stock units over 121,393 Class A shares, against 2,300,516,590 Class A, 101,375,151 Class B and 1,005,000 Class F shares outstanding. The same risk factor states that approximately 1.69 million options will expire through December 2026 if not exercised before their expiration dates.

8.4 What the 2026 quarterly filings changed

Neither 2026 Form 10-Q states that there have been no material changes to the risk factors. Both reproduce Item 1A in full. Against the FY2025 10-K, the Q2 2026 filing leaves 39 of the 83 risk factors word for word identical; Table 8.4 sets out the six with the largest rewrite. Against the Q1 2026 filing, 62 of the 83 are identical, and the revenue growth risk factor is the only one with more than 5% of its wording rewritten between the two quarters.

Table 8.4 The six risk factors most rewritten in the 2026 Forms 10-Q against the FY2025 10-K

Accessions 0001321655-26-000028 and 0001321655-26-000041, against 0001321655-26-000011. The one heading changed between the FY2025 10-K and the Q2 2026 10-Q drops "expand," from the marketing and sales organisation risk factor. Under Risks Related to Ownership of Our Class A Common Stock the filings carry two headings that differ only in the Founders clause; the row above is the one that names sales by the Founders and their affiliates, and the risk factor printed immediately after it in the same group reads "Sales of substantial amounts of our Class A common stock in the public markets or the perception that sales might occur, could cause the trading price of our Class A common stock to decline."

9 Stock Price, Scenarios & Sensitivity

Palantir's Class A common stock closed at $174.33 on Friday 4 September 2026, the last session before United States markets shut on Monday 7 September. That close, and the share counts and market values struck on it, are the single price basis for this report, fixed in chapter 4 and reproduced below. Against it, the most recent filed period is the quarter ended 30 June 2026, in which revenue was $1,935.5m and income from operations was $912.0m, a GAAP operating margin of 47.1%, reported in the Form 10-Q filed 3 August 2026, accession 0001321655-26-000041.

This chapter builds three cases three years out, to FY2028, from four drivers the filings disclose: revenue growth in each of the two reportable segments, the GAAP operating margin, the stock based compensation charge and the weighted average diluted share count. Every input is stated as a number and labelled an assumption. Each case is arithmetic on the assumptions stated beside it.

Table 9.1 The price basis, as fixed in chapter 4

Only Class A is registered and listed, so all three classes are valued at the Class A close; chapter 6 sets out the three class structure.

Item 5 of the FY2025 Form 10-K, accession 0001321655-26-000011, states that the Class A common stock commenced trading on 30 September 2020 and that it now trades on The Nasdaq Stock Market LLC under the symbol PLTR. The series behind Figure 9.1 is month end market closing data on the same basis as the price block, carrying no named provider, and the only price figures this chapter states in its text and tables are the ones fixed in chapter 4 and reproduced in Table 9.1.

The drivers as filed

Table 9.2 The four scenario drivers, as filed, FY2023 to the half year ended 30 June 2026

Segment revenue is as reported in the segment and geographic note. FY2023 to FY2025 are from the FY2025 Form 10-K, accession 0001321655-26-000011. The half year to 30 June 2026 and the half year growth rates are from the Q2 2026 Form 10-Q, accession 0001321655-26-000041. Chapter 2 owns the reconciliation of GAAP to management's adjusted figures and the dilution arithmetic behind the incremental share line.

What the filings say about demand

Revenue allocated to unsatisfied performance obligations on contracts with an original expected duration of more than one year was $4,900m at 30 June 2026, against $4,100m at 31 December 2025. Of the 30 June 2026 amount, 43% is expected to be recognised within the following twelve months, against 38% of the smaller figure six months earlier. Contract liabilities were $1,100m at 30 June 2026 against $812.3m at 31 December 2025. Segment contribution margin, the measure the segment note carries, was 72% for Government and 75% for Commercial in the half year to 30 June 2026, against 66% for each in FY2025. United States revenue was $2,855.1m of the $3,568.0m half year total, or 80.0%.

The three cases

Growth rates for 2026 apply to the second half only, because the first half is filed: Government revenue of $1,848.4m and Commercial revenue of $1,719.6m for the six months to 30 June 2026, against second half 2025 revenue of $1,362.3m for Government and $1,225.6m for Commercial. FY2027 and FY2028 grow each segment from the year before.

Three assumptions are held identical across all three cases so that the cases differ only on the four drivers. Nonoperating income, interest income plus other nonoperating income and expense, is held at the FY2025 total of $243.4m in every projected year; it ran at $303.9m in the half year to 30 June 2026. The effective tax rate is held at the FY2025 rate of 1.4%, being tax of $22.7m on pretax income of $1,657.4m; the half year to 30 June 2026 ran at the same 1.4%. Income attributable to the noncontrolling interest is held at the FY2025 amount of $9.6m.

The earnings multiple is also held identical across the three cases, at 148.6 times. That is the 4 September 2026 close divided by diluted earnings per share of $1.173 for the twelve months to 30 June 2026, itself net income of $3,016.7m over an average diluted count of 2,571.2m. Holding the multiple constant is an assumption, and Figure 9.3 varies it.

Table 9.3 Three cases to FY2028: assumptions above, outcomes below

The stock based compensation charge sits inside income from operations, so it is carried here as the disclosed amount rather than deducted a second time. Its effect on the outcome runs through the diluted share count, which is a separate row.

The base case is an estimate under the assumptions in Table 9.3. Four of those assumptions carry it, and each sits against a filed figure from an earlier period that runs lower. It holds the operating margin at the 47% the half year to 30 June 2026 reported, when the margin was 5.4% in FY2023 and 10.8% in FY2024. It grows Government revenue 45% in FY2027, when that segment grew 28.4% in FY2024. It holds the effective tax rate at 1.4%. And it holds diluted share count growth at 2.0% a year while $1,413m of compensation cost on unvested awards was unrecognised at 30 June 2026: $916m on restricted stock units to be recognised over three years, $361m on stock options over four years and 10.7 months, and $136m on stock appreciation rights over eight years.

What drives the best case

The best case turns on four filed figures continuing. Commercial revenue grew 102.9% in the half year to 30 June 2026 on the same half of 2025, and the case carries 105% into the second half of 2026 and 80% into FY2027. Segment contribution margin reached 72% for Government and 75% for Commercial in that half year, from 66% for each in FY2025, and the case carries a consolidated operating margin of 54% by FY2028. The diluted share count grew 0.5% in the half year on the same half of 2025, against 4.7% in FY2025, and the case carries 1.0% a year. The stock based compensation charge falls to 9% of revenue by FY2028, from 13.1% in the half year to 30 June 2026 and 15.3% in FY2025.

Sensitivity

Table 9.4 One driver moved at a time against the base case, FY2028

Base case FY2028 diluted earnings per share is $3.00 and value per share at the held multiple is $446.

The multiple moves the outcome furthest, and it is the one input in the table that no filing sets. Among the drivers the filings do set, taken one at a time, the operating margin moves it furthest and the diluted share count least: moving diluted share growth across the full 1.0 to 4.0% range shifts FY2028 earnings per share by 22 cents, against $1.30 for the margin. Figure 9.3 runs the multiple against revenue growth applied to both segments at once, which moves FY2028 earnings per share from $1.97 to $3.96 across a 15 to 65% band and so spans more than either segment alone.

The grid holds the operating margin at 47% and diluted share count growth at 2.0%, and applies the same annual growth rate to both segments in FY2027 and FY2028. At 15% growth a year and 40 times FY2028 earnings the value per share is $79; at 65% growth and 140 times it is $555. Every cell is arithmetic under a stated assumption.

10 Sources

Every accession number the report cites, grouped by form type and ordered by filing date within each group. Filing data was retrieved through the SEC-API.io MCP server. Market prices carry no named provider and sit outside that credit.

Annual reports on Form 10-K, Palantir Technologies Inc., CIK 1321655

Quarterly reports on Form 10-Q, Palantir Technologies Inc.

Current reports on Form 8-K, Palantir Technologies Inc.

Proxy statement on Form DEF 14A, Palantir Technologies Inc.

Registration statement amendments on Form S-1/A, Palantir Technologies Inc.

Section 16 reports, Forms 4 and Form 3

The remaining Forms 4 and the 37 Forms 144 counted in chapter 7 are listed in that chapter's model.py and are not reproduced individually here.

Schedules 13G naming Palantir Technologies Inc. as subject company

Forms 13F-HR, filed by holders under their own CIKs

Comparator company annual and quarterly reports, chapter 4

Disclaimer

This report is not financial advice, and it is not an offer, a solicitation or a recommendation to buy, sell or hold any security. It is independent analysis of public filings, prepared for information only. It is not a publication of the Securities and Exchange Commission, and the SEC has neither reviewed nor endorsed it. No investment objective, financial situation or particular need of any reader has been considered.

The filing record behind it is the one set out under the headline and in the Sources appendix: five annual reports on Form 10-K covering FY2021 to FY2025, two quarterly reports on Form 10-Q covering the quarters to 31 March and 30 June 2026, eleven current reports on Form 8-K, one proxy statement on Form DEF 14A, five registration statement amendments on Form S-1/A that carry the material contract exhibits, the Section 16 reports and Forms 144 filed in the twelve months to 7 September 2026, the Schedules 13G filed over the two years to that date, the Forms 13F-HR filed by holders under their own CIKs, the annual reports of the seven comparator companies and the quarterly reports of five of them. The most recent audited period is the year to 31 December 2025 and the most recent reported period is the quarter to 30 June 2026; nothing later than the Form 10-Q filed on 3 August 2026 and the Form 8-K filed the same day has been reported by the company. Palantir is a large accelerated filer with a full annual and quarterly record, so no part of this report rests on an unaudited or interim substitute for an annual report. Filing data was retrieved through the SEC-API.io MCP server; no SEC website endpoint was queried directly, and market prices carry no named provider.

Figures described as filed are reproduced from those documents. Everything else, including every growth rate, margin, ratio, return, multiple, share and each of the three cases and the sensitivity grid in chapter 9, is this report's own arithmetic or estimate on stated assumptions, and each of those assumptions may prove wrong. Where the filings print their own rounded percentages the report says so and prints the computed figure beside them. Forward looking statements taken from the filings, including the guidance figures in chapter 3, are management's own and were current only at the date filed; a later filing may already have changed them. Market prices move, and the closing prices of 4 September 2026 used throughout will not be the prices at which any reader can transact.