PLTRPalantir Technologies

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

“The following is a description of each transaction since the beginning of our last fiscal year, and each currently proposed transaction, in which:”

Read it in the proxy ↗

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

“the amount involved exceeded or exceeds $120,000; and • any of our directors (including director nominees), executive officers, or beneficial holders of more than 5% of any class of our voting securities, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.”

Read it in the proxy ↗

Commercial Arrangements

“Mr. Thiel, a member of our Board of Directors, is president of an investment firm and a partner of a venture capital firm, and serves on the investment committees of certain other venture capital firms. As a result, he has extensive holdings in, and therefore may be deemed to have beneficial ownership of, private and public companies where he is not involved in management or daily operations. From time to time, in the ordinary course of business, we engage in commercial transactions with companies in which Mr. Thiel holds, or may be deemed to be the beneficial owner of, more than 10% of the outstanding shares through his related entities, but Mr. Thiel does not have a material interest in such transactions.”

Read it in the proxy ↗

Commercial Arrangements

“We have a commercial relationship with each of Anduril Industries, Inc. (“Anduril”) and Memoir, Inc. (d.b.a. Chapter) (“Chapter”). Mr. Thiel may be deemed to have shared voting, investment, and dispositive power with respect to more than 10% of each of Anduril and Chapter through Mr. Thiel’s related entities. During the year ended December 31, 2025, (i) we received payments of $17.66 million for our products and services from Anduril, and (ii) we received payments of $167,782 for our products and services from Chapter. We also invested $40 million in Anduril’s Series G preferred stock financing in 2025, which represented less than 1% ownership of each of Anduril’s outstanding preferred stock and aggregate outstanding stock as of December 31, 2025. As a Series G preferred stockholder, we were provided with certain rights associated with Series G preferred stock, including certain dividend, anti-dilution, voting and registration rights, and entered into an investors’ rights agreement, among other financing-related documents.”

Read it in the proxy ↗

Aircraft Arrangement

“Given the nature of our business and Mr. Karp’s leadership role as our Chief Executive Officer and a member of our Board of Directors, it has been determined that Mr. Karp should fly on non-commercial aircraft when traveling, as supported by an independent security study on which our overall security program is based. Mr. Karp beneficially owns an aircraft (referred to as the “executive’s aircraft”) that is used from time to time by Mr. Karp and certain of our other personnel for business travel. We either reimburse Mr. Karp directly (generally in the case of travel within the United States), or we purchase hours from a third-party aviation company (the “aviation company”), which operates the executive’s aircraft, pursuant to a charter agreement we entered into with the aviation company. These payment arrangements were reviewed and approved by our audit committee, including various hourly rates to be charged regardless of payment mechanism (reimbursement or through the charter agreement), which have decreasing incremental rates the greater the number of hours flown on the executive’s aircraft per year, based upon an independent, third party review and analysis of comparable chartered aircraft that showed that the highest of these rates was at or below market rates for the charter of similar aircraft. From January 1, 2025 through December 31, 2025, we incurred expenses of approximately $17.2 million for the use of the executive’s aircraft. This amount includes certain costs related to the use of the executive’s aircraft pursuant to the security program noted above in connection with Mr. Karp’s personal travel, as described in the Fiscal 2025 Summary Compensation Table above.”

Read it in the proxy ↗

Other Related Party Transactions

“Since January 1, 2025, we sold items of personal property to Mr. Karp for an aggregate purchase price of $358,275. In accordance with our policy regarding related person transactions, independent fair market value appraisals were obtained to determine the selling prices of such items, and the Audit Committee approved the transaction.”

Read it in the proxy ↗

Limitation of Liability and Indemnification of Officers and Directors

“Our amended and restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Delaware General Corporation Law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:”

Read it in the proxy ↗

Limitation of Liability and Indemnification of Officers and Directors

“any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;”

Read it in the proxy ↗

Limitation of Liability and Indemnification of Officers and Directors

“unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or • any transaction from which they derived an improper personal benefit.”

Read it in the proxy ↗

Limitation of Liability and Indemnification of Officers and Directors

“Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission, or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law, as so amended.”

Read it in the proxy ↗

Limitation of Liability and Indemnification of Officers and Directors

“In addition, our amended and restated bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that they are or were one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our amended and restated bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that they are or were one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our amended and restated bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.”

Read it in the proxy ↗

Limitation of Liability and Indemnification of Officers and Directors

“Further, we have entered into or will enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.”

Read it in the proxy ↗

Limitation of Liability and Indemnification of Officers and Directors

“The limitation of liability and indemnification provisions that are included in our amended and restated certificate of incorporation, amended and restated bylaws, and in indemnification agreements that we have entered into or will enter into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions.”

Read it in the proxy ↗

Limitation of Liability and Indemnification of Officers and Directors

“We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, claims relating to public securities matters, and to us with respect to”

Read it in the proxy ↗

Table of Content s

“payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.”

Read it in the proxy ↗

Table of Content s

“Certain of our non-employee directors may, through their relationships with their employers, be insured or indemnified against certain liabilities incurred in their capacity as members of our Board of Directors.”

Read it in the proxy ↗

Table of Content s

“Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling Palantir pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.”

Read it in the proxy ↗

Policies and Procedures for Related Person Transactions

“We have adopted a formal, written policy regarding related person transactions. This written policy regarding related person transactions provides that a related person transaction is a transaction, arrangement, or relationship or any series of similar transactions, arrangements, or relationships, in which we are a participant and in which a related person has, had, or will have a direct or indirect material interest and in which the aggregate amount involved exceeds $120,000. For purposes of this policy, a related person means any of our executive officers and directors (including director nominees), in each case at any time since the beginning of our last fiscal year, or holders of more than 5% of any class of our voting securities, and any member of the immediate family of, or person sharing the household with, any of the foregoing persons.”

Read it in the proxy ↗

Policies and Procedures for Related Person Transactions

“Our Audit Committee has the primary responsibility for reviewing and approving, ratifying or disapproving related person transactions. In determining whether to approve, ratify, or disapprove any such transaction, our Audit Committee will consider, among other factors, whether the related person transaction would affect the independence of any director and is on terms that reflect an arms-length transaction - in other words, terms that are no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, as well as the extent of the related person’s interest in the transaction.”

Read it in the proxy ↗

Policies and Procedures for Related Person Transactions

“The policy deems certain transactions to not be related party transactions including (1) certain compensation arrangements for our directors or executive officers; (2) transactions with another company at which a related person’s only relationship is as a non-executive employee, director, or beneficial owner of less than 10% of that company’s shares, provided that the aggregate amount involved in such transaction does not exceed the greater of $200,000 or 5% of that company’s total annual revenues and that the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances; (3) transactions where a related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis; (4) charitable contributions by us to a charitable organization, foundation, or university at which a related person’s only relationship is as a non-executive employee or director, provided that the aggregate amount involved does not exceed the greater of $200,000 or 5% of such organization’s consolidated gross revenues; (5) any transaction available to U.S. employees generally; and (6) any other transaction where disclosure of such transaction would not be required pursuant to Item 404 of Regulation S-K. In addition to our policy, our Audit Committee charter provides that our Audit Committee shall review and oversee any related person transactions.”

Read it in the proxy ↗