Form 8-K - Current report

0001321655FALSE00013216552024-11-142024-11-1400013216552024-11-042024-11-04

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

November 14, 2024

_________________________

Palantir Technologies Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware

001-39540

68-0551851

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

1200 17th Street, Floor 15

Denver, Colorado 80202

(Address of principal executive offices and zip code)

[phone]

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

PLTR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 14, 2024, Palantir Technologies Inc. (the “Company”), acting pursuant to authorization from its board of directors, notified the New York Stock Exchange (the “NYSE”) of its intention to voluntarily withdraw the listing of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”), from the NYSE and transfer the listing to The Nasdaq Stock Market LLC (“Nasdaq”).

The Company expects that listing and trading of its Class A Common Stock on the NYSE will end at market close on November 25, 2024 and that trading will begin on Nasdaq at market open on November 26, 2024.

The Class A Common Stock has been approved for listing on Nasdaq, where it will continue to trade under its current symbol, “PLTR.”

Item 7.01 - Regulation FD Disclosure

The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the listing of its Class A Common Stock to Nasdaq.

The information furnished under this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
99.1						Press release, dated November 14, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 14, 2024						Palantir Technologies Inc.
						By:			/s/ Alexander C. Karp
									Alexander C. Karp
									Chief Executive Officer

Exhibit 99.1

Palantir Announces Transfer of Stock Exchange Listing to Nasdaq

11/14/24

DENVER – (Business Wire) – Palantir Technologies Inc. (NYSE: PLTR) today announced that it will transfer the listing of its Class A Common Stock (the “common stock”) to the Nasdaq Global Select Market (“Nasdaq”) from the New York Stock Exchange. The Company expects to begin trading as a Nasdaq-listed company on November 26, 2024 and its common stock will continue to trade under the symbol “PLTR.” Upon transferring, Palantir anticipates meeting the eligibility requirements of the Nasdaq-100 Index®.

About Palantir

Foundational software of tomorrow. Delivered today. Additional information is available at https://www.palantir.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may relate to, but are not limited to, Palantir or management’s expectations regarding the timing and benefits of the transfer of its common stock listing to Nasdaq, including Palantir’s potential eligibility or inclusion in market indices, which cannot be predicted or quantified with certainty. Forward-looking statements are based on information available at the time those statements are made and were based on current expectations as well as the beliefs and assumptions of management as of that time with respect to future events. These statements are subject to risks and uncertainties, many of which involve factors or circumstances that are beyond our control. Additional information regarding these risks and uncertainties is included in the filings we make with the Securities and Exchange Commission from time to time. Except as required by law, we do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.

Investor Relations

[e-mail]

Media
[e-mail]

Cover	Nov. 14, 2024	Nov. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 14, 2024	Nov. 14, 2024
Entity Registrant Name	Palantir Technologies Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39540
Entity Tax Identification Number	68-0551851
Entity Address, Address Line One	1200 17th Street, Floor 15
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	(720)
Local Phone Number	358-3679
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.001 per share
Trading Symbol	PLTR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001321655
Amendment Flag	false

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