Karp Alexander C. 4

What Happened
Alexander C. Karp, Palantir’s Chief Executive Officer, had 975,000 restricted stock units (RSUs) incrementally vest on May 20, 2026. Following vesting he converted Class B shares into Class A and sold 397,744 Class A shares in multiple open‑market trades that same day to cover required tax withholding. The reported sales generated approximately $54.11 million in proceeds (sales executed at prices ranging roughly $132.48–$136.835; weighted averages reported per trade line).

Key Details

• Transaction date: May 20, 2026 (Form 4 filed May 22, 2026 — timely filing).
• Sales executed: 397,744 shares sold across multiple open‑market trades; reported weighted sale prices per tranche between $132.95 and $136.61; total proceeds ≈ $54.11M.
• RSU vesting: 975,000 RSUs vested (each RSU = 1 share of Class B common stock); 397,744 of those were converted to Class A and sold.
• Purpose of sales: Automatic sales to cover tax withholding obligations; trades conducted under a Rule 10b5‑1 trading plan.
• Shares retained after sales: approximately 577,256 vested shares remained (975,000 vested − 397,744 sold), though the Form 4 states it does not disclose all holdings — see issuer proxy for full ownership details.
• Footnotes: Transactions involve RSUs under the 2010/2020 equity plans; Class B shares convert 1:1 into Class A. Reporting indicates automatic, non-discretionary sales and offers to provide per‑price sale breakdowns on request.

Context
This was not a discretionary open‑market sell indicating a trade for liquidity/taxes: it was a routine tax‑withholding sale tied to RSU vesting and executed under a prearranged 10b5‑1 plan. For derivative/RSU activity: the filing shows conversion/exercise entries reflecting the vesting and conversion of RSUs into Class B/Class A common stock, with the converted Class A shares sold immediately to satisfy withholding.