Sankar Shyam 4

What Happened

• Sankar Shyam, Chief Technology Officer and Executive Vice President of Palantir (PLTR), completed related transactions on July 2, 2026 under a preexisting Rule 10b5-1 plan. He converted 35,000 Class B shares into Class A shares and immediately sold those 35,000 Class A shares at $130.00 each for $4,550,000. Separately, 150,000 shares held of record by an irrevocable remainder trust were sold in the open market at $130.00 each for $19,500,000. Total reported open-market proceeds ≈ $24.05 million.
• The conversion reflects the Class B → Class A 1-for-1 conversion (no cash payment). The filing notes the Reporting Person disclaims beneficial ownership of the shares held by the trust except for any pecuniary interest.

Key Details

• Transaction date: July 2, 2026. Filing date: July 7, 2026 (filed after the usual 2-business-day Form 4 window).
• Sale prices: $130.00 per share for the open-market sales.
• Shares sold: 35,000 (converted then sold by Shyam) + 150,000 (sold by the Remainder Trust) = 185,000 shares sold; proceeds ≈ $24.05M.
• Conversion: Class B common stock is convertible 1-for-1 into Class A common stock and has no expiration date.
• 10b5-1 plan: Transactions were made pursuant to a Rule 10b5-1 trading plan entered March 11, 2026 (affirms prearranged nature of trades).
• Shares owned after transaction: Not specified in this Form 4 — see the company’s proxy statement for broader ownership details.
• Beneficial ownership note: The Reporting Person disclaims beneficial ownership of shares held by the Remainder Trust except to the extent of his pecuniary interest.

Context

• These were sales, not purchases, and so do not signal insider buying. The use of a 10b5-1 plan indicates the trades were prearranged to provide an affirmative defense under insider trading rules. Converting Class B into Class A is a non-cash conversion (not a cash exercise of options). The involvement of the Remainder Trust means some shares sold were trust-owned and the insider disclaims beneficial ownership of those trust-held shares beyond any pecuniary interest.