What the changes say
- Total remaining deal value grew significantly to $11.2 billion, driven by both commercial and government segments.
- Payment collection terms shifted from advance multi-year payments to annual or in-arrears collections.
- Operating expenses are expected to rise due to business expansion and infrastructure investments.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
collected payments for multiple contract years from certain customers in advance, we have shifted, and may continue to shift, to collecting payments on an annual or other basis, including in arrears
We are shifting away from collecting multi-year contract payments in advance to annual or in-arrears collections.
- NewRisks Related to Our Business and Industry
Our reputation and business may be harmed by news or social media coverage or other external scrutiny of Palantir or our leadership
Increased media coverage and external scrutiny regarding Palantir and our leadership could harm our reputation and business.
- NewRisks Related to Our Business and Industry
productivity and availability of key personnel and other employees necessary to conduct our business; and on third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices
Immigration regulations, visa limitations, and intense competition for engineering talent could impair our ability to staff customer engagements.
- NewRisks Related to Our Business and Industry
opportunities and access to a wider base of potential customers and pool of qualified subcontractor personnel that we can call upon to enhance and augment our implementation and engineering services
Strategic channel partners may fail to successfully sell, implement, or configure our software, negatively impacting anticipated revenue growth.
- NewRisks Related to Intellectual Property, Information Technology, Data Privacy, and Security
attract new customers could be negatively affected, our management’s attention could be diverted, and our business, financial condition, and results of operations could be materially and adversely affected
Unauthorized access to our IT systems or data breaches could cause significant remediation costs, customer loss, and reputational damage.
- NewRisks Related to Relationships and Business with the Public Sector
requiring a facility security clearance could be terminated, either of which would have an adverse impact on our business, financial condition, and results of operations
Customer contracts can be terminated at any time for convenience, potentially requiring pro rata refunds of customer deposits.
Dropped
- DroppedRisks Related to Our Business and Industry
Because we derive, and expect to continue to derive, substantially all of our revenue from customers purchasing our platforms and products, market acceptance of these platforms and products, and any enhancements or changes thereto, is critical to our success
- DroppedRisks Related to Our Business and Industry
Our reputation and business may be harmed by news or social media coverage of Palantir or our leadership, including but not limited to coverage that presents, or relies on, inaccurate, misleading, incomplete, or otherwise damaging information
- DroppedRisks Related to Our Business and Industry
customers’ perceptions of the viability of smaller or even mid-size software firms and consequently customers’ willingness to purchase from such firms
- DroppedRisks Related to Intellectual Property, Information Technology, Data Privacy, and Security
our terms of service or is otherwise improper or perceived as improper, which could cause reputational damage and adversely affect our business, financial condition, and results of operations
- DroppedRisks Related to Legal, Regulatory, and Accounting
uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or otherwise harm our business
- DroppedRisks Related to Legal, Regulatory, and Accounting
or inadvertent breach of applicable legal, regulatory, or contractual privacy, data protection, or information security requirements by us, our employees, our business partners, or our customers
- DroppedRisks Related to Ownership of Our Class A Common Stock
There are no guarantees that our Share Repurchase Program will result in increased shareholder value
- DroppedRisks Related to Ownership of Our Class A Common Stock
entitled to zero votes per share on that matter, all of the shares that are then subject to the Founder Voting Agreement would continue to be voted in accordance with the decision of a majority in number of the Founders who are then party to the Founder Voting Agreement
Platform compatibility with third-party products.
- DroppedRisks Related to Ownership of Our Class A Common Stock
decision of a majority in number of the Founders who are then party to the Founder Voting Agreement, regardless of such Founders’ relative ownership of any class of our common stock
Reworded
- 93% rewrittenRisks Related to Ownership of Our Class A Common Stock
In certain circumstances in the future, the Founders and their affiliates could have voting power that exceeds 49.999999% of the Voting Power
Clarified that shares subject to the Founder Voting Agreement continue to be voted by a majority of the founders if Class F votes are zero.
- 82% rewrittenRisks Related to Our Business and Industry
We may not realize the full deal value of our customer contracts, which may result in lower than expected revenue
Updated total remaining deal value figures as of December 31, 2025 to $11.2 billion, with $6.8 billion commercial and $4.4 billion government.
- 79% rewrittenRisks Related to Our Business and Industry
We anticipate our operating expenses will continue to increase and we may not be able to maintain profitability in the future
Expanded details on specific cost drivers for operating expenses, including real estate leases, R&D, sales and marketing, and public company costs.
Was: Until recent quarters, we had a history of incurring net losses, and we anticipate our operating expenses will continue to increase, and we may not be able to maintain profitability in the future
- 75% rewrittenRisks Related to Relationships and Business with the Public Sector
Our business could be adversely affected if our employees cannot obtain and maintain required personnel security clearances or we cannot establish and maintain a required facility security clearance
Minor phrasing adjustments regarding employee and facility security clearances required for government contracts.
- 59% rewrittenRisks Related to Our Business and Industry
Seasonality may cause fluctuations in our results of operations and financial position
Retained existing text detailing seasonal sales fluctuations and customer fiscal year-end procurement cycles.
- 59% rewrittenRisks Related to Our Business and Industry
Joint ventures, channel sales relationships, platform partnerships, and strategic alliances may have a material adverse effect on our business, results of operations and prospects
Retained existing text concerning the execution risks of joint ventures, channel sales, and strategic alliances.
- 51% rewrittenRisks Related to Our Business and Industry
If we are unable to hire, retain, train, and motivate qualified personnel and senior management, including Alexander Karp, one of our founders and our Chief Executive Officer, and deploy our personnel and resources to meet customer demand around the world, our business could suffer
Retained existing text regarding key personnel dependence, specifically CEO Alexander Karp.
- 36% rewrittenRisks Related to Our Business and Industry
We face intense competition in our markets, and we may lack sufficient financial or other resources to maintain or improve our competitive position
Retained existing text addressing intense competition in the enterprise software and government contractor markets.
- 33% rewrittenRisks Related to Ownership of Our Class A Common Stock
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
- 30% rewrittenRisks Related to Legal, Regulatory, and Accounting
We could be subject to additional tax liabilities
- 25% rewrittenRisks Related to Our Business and Industry
If we fail to manage future growth effectively, our business could be harmed
All 75 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01We may not be able to sustain our revenue growth in the future
- 02Our sales efforts involve considerable time and expense, and our sales cycle is often long and unpredictable
- 03We may not realize the full deal value of our customer contracts, which may result in lower than expected revenue82% rewritten
- 04If we fail to manage future growth effectively, our business could be harmed25% rewritten
- 05We anticipate our operating expenses will continue to increase and we may not be able to maintain profitability in the future79% rewritten
- 06Seasonality may cause fluctuations in our results of operations and financial position59% rewritten
- 07collected payments for multiple contract years from certain customers in advance, we have shifted, and may continue to shift, to collecting payments on an annual or other basis, including in arrearsNew
- 08If we do not successfully develop and deploy new technologies (such as technologies incorporating AI) to address the needs of our customers, our business and results of operations could suffer
- 09If we are not able to maintain and enhance our brand and reputation, our relationships with our customers, partners, and employees may be harmed, and our business and results of operations may be adversely affected
- 10Our reputation and business may be harmed by news or social media coverage or other external scrutiny of Palantir or our leadershipNew
- 11If we are unable to hire, retain, train, and motivate qualified personnel and senior management, including Alexander Karp, one of our founders and our Chief Executive Officer, and deploy our personnel and resources to meet customer demand around the world, our business could suffer51% rewritten
- 12productivity and availability of key personnel and other employees necessary to conduct our business; and on third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practicesNew
- 13If we are unable to successfully build, expand, and deploy our marketing and sales organization in a timely manner, or at all, or to successfully hire, retain, train, and motivate our sales personnel, our growth and long-term success could be adversely impacted
- 14Our platforms are complex and may have a lengthy implementation process, and any failure of our platforms to satisfy our customers or perform as desired could harm our business, results of operations, and financial condition
- 15Our ability to sell our platforms and satisfy our customers is dependent on the quality of our services, and our failure to offer high quality services could have a material adverse effect on our sales and results of operations
- 16Because we recognize a substantial portion of our revenue from our platforms and O&M services over the contractual term, downturns or upturns in new sales and renewals may not be immediately reflected in our results of operations
- 17Our pricing structures for our platforms and services change from time to time, which could adversely impact our business, financial condition, and results of operations
- 18If our customers are not able or willing to accept our product-based business model, instead of a labor-based business model, our business and results of operations could be negatively impacted
- 19We have entered into, and expect in the future to enter into, agreements with our customers that include exclusivity arrangements or unique contractual, pricing, or payment terms, which may result in significant risks or liabilities to us
- 20We face intense competition in our markets, and we may lack sufficient financial or other resources to maintain or improve our competitive position36% rewritten
- 21If the market for our platforms and services develops more slowly than we expect, our growth may slow or stall, and our business, financial condition, and results of operations could be harmed
- 22Our culture emphasizes rapid innovation and advancement of successful hires who may in some cases have limited prior industry expertise and prioritizes customer outcomes over short-term financial results, and if we cannot maintain or properly manage our culture as we grow, our business may be harmed
- 23We may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values
- 24We do not work with the Chinese communist party and have chosen not to host our platforms in China, which may limit our growth prospects
- 25Joint ventures, channel sales relationships, platform partnerships, and strategic alliances may have a material adverse effect on our business, results of operations and prospects59% rewritten
- 26opportunities and access to a wider base of potential customers and pool of qualified subcontractor personnel that we can call upon to enhance and augment our implementation and engineering servicesNew
- 27If we are not successful in executing our sales strategy, our results of operations may suffer
- 28We will face risks associated with the growth of our business in new commercial markets and with new customer verticals, and we may neither be able to continue our organic growth nor have the necessary resources to dedicate to the overall growth of our business
- 29In the future, we may not be able to secure the financing necessary to operate and grow our business as planned, or to make acquisitions
- 30Our debt agreements contain restrictions that may limit our flexibility in operating our business
- 31Variable rate indebtedness that we may incur under our credit facility will subject us to interest rate risk, which could cause our debt service obligations to increase significantly
Risks Related to Intellectual Property, Information Technology, Data Privacy, and Security
- 32attract new customers could be negatively affected, our management’s attention could be diverted, and our business, financial condition, and results of operations could be materially and adversely affectedNew
- 33Issues raised by the use of AI (including machine learning, large language, and other generative or agentic AI models, and software functionality to operationalize the foregoing) in our platforms and business may result in reputational harm or liability
- 34Our policies regarding customer confidential information and support for individual privacy and civil liberties could cause us to experience adverse business and reputational consequences
- 35Failure to adequately obtain, maintain, protect and enforce our intellectual property and other proprietary rights could adversely affect our business
- 36We have been, and may in the future be, subject to intellectual property rights claims, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies
- 37Real or perceived errors, failures, defects, or bugs in our platforms could adversely affect our results of operations and growth prospects
- 38We rely on the availability of licenses to third-party technology that may be difficult to replace or that may cause errors or delay implementation of our platforms and services should we not be able to continue or obtain a commercially reasonable license to such technology
- 39Our platforms contain “open source” software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business
Risks Related to Legal, Regulatory, and Accounting
- 40Our non-U.S. sales and operations subject us to additional risks and regulations that can adversely affect our results of operations
- 41Failure to comply with governmental laws and regulations or contractual requirements could harm our business, and we have been, and expect to be, the subject of legal and regulatory inquiries, which may result in monetary payments or may otherwise negatively impact our reputation, business, and results of operations
- 42We have previously been, and are currently, or in the future may become, involved in a number of legal, regulatory, and administrative inquiries and proceedings, and unfavorable outcomes in litigation or other of these matters could negatively impact our business, financial conditions, and results of operations
- 43Failure to comply with anti-bribery and anti-corruption laws could subject us to penalties and other adverse consequences
- 44Governmental trade controls, including export and import controls, sanctions, customs requirements, and related regimes, could subject us to liability or loss of contracting privileges or limit our ability to compete in certain markets
- 45Changes in accounting principles or their application to us could result in unfavorable accounting charges or effects, which could adversely affect our results of operations and growth prospects
- 46If our judgments or estimates relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in our stock price
- 47We could be subject to additional tax liabilities30% rewritten
- 48We may not be able to utilize a significant portion of our net operating loss carryforwards and tax credits, which could adversely affect our results of operations
- 49Our results of operations may be harmed if we are required to collect sales or other related taxes for our license arrangements in jurisdictions where we have not historically done so
Risks Related to Relationships and Business with the Public Sector
- 50We have contracts with governments that involve classified programs, which may limit investor insight into portions of our business
- 51Our business could be adversely affected if our employees cannot obtain and maintain required personnel security clearances or we cannot establish and maintain a required facility security clearance75% rewritten
- 52requiring a facility security clearance could be terminated, either of which would have an adverse impact on our business, financial condition, and results of operationsNew
- 53Failure to comply with laws, regulations, or contractual provisions applicable to our business could cause us to lose government customers or our ability to contract with the U.S. and other governments
- 54Evolving government procurement policies and increased emphasis on cost over performance could adversely affect our business
- 55Increased competition and bid protests in a budget-constrained environment may make it more difficult to maintain our financial performance and customer relationships
- 56A decline in the U.S. and other government budgets, changes in spending or budgetary priorities, or delays in contract awards have affected and may continue to significantly and adversely affect our future revenue and limit our growth prospects
Risks Related to Ownership of Our Class A Common Stock
- 57The public trading price of our Class A common stock may be volatile and may decline regardless of our operating performance
- 58Sales 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 decline33% rewritten
- 59Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage certain types of transactions that may involve an actual or threatened acquisition of the Company, which will likely depress the trading price of our Class A common stock
- 60If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendation regarding our Class A common stock adversely, the trading price and trading volume of our Class A common stock could decline
- 61Although we currently are not considered to be a “controlled company” under The Nasdaq Stock Market LLC (“Nasdaq”) corporate governance rules, we may in the future become a controlled company due to the concentration of voting power among our Founders and their affiliates
- 62We do not expect to pay dividends in the foreseeable future
- 63The multiple class structure of our common stock has the effect of concentrating voting power with certain stockholders, in particular, our Founders and their affiliates, which will effectively eliminate your ability to influence the outcome of important transactions, including a change in control
- 64The Founder Voting Trust Agreement and the Founder Voting Agreement also have the effect of concentrating voting power with our Founders and their affiliates, which will effectively eliminate your ability to influence the outcome of important transactions, including a change in control
- 65In certain circumstances in the future, the Founders and their affiliates could have voting power that exceeds 49.999999% of the Voting Power93% rewritten
- 66The Ownership Threshold that must be met on any applicable record date is a small minority of our outstanding Corporation Equity Securities, and future issuances of Corporation Equity Securities may decrease this percentage
- 67The multiple class structure of our common stock features certain provisions that are novel or otherwise not common among other corporations with multiple class structures
- 68The multi-class structure of our common stock, the Founder Voting Trust Agreement and the Founder Voting Agreement by which our Founders exercise effective control over all matters submitted to a vote of our stockholders will exist for the foreseeable future
- 69Our governance structure may negatively affect the decision by certain institutional investors to purchase or hold shares of our Class A common stock
- 70Future issuances of our Class A common stock will dilute the voting power of our Class A common stockholders but may not result in further dilution of the voting power of our Founders who are then party to the Founder Voting Agreement
- 71Adverse economic conditions or reduced technology spending may adversely impact our business
- 72We may face exposure to foreign currency exchange rate fluctuations
- 73Natural disasters, including climate change, and other catastrophic events beyond our control could harm our business
- 74If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
- 75We incur significant costs and demands upon management as a result of complying with the laws and regulations affecting public companies which could adversely affect our business, financial condition, and results of operations
Other Palantir Technologies 10-Ks
- FY2024 10-K risk factors78 risks
Palantir faces significant risks from lengthy sales cycles, complex AI platform deployments, and reliance on key leadership under CEO Alexander Karp. The company navigates intense competition, strict government contracting standards, and stringent data privacy regulations globally.
Filed Feb 18, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.