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Palantir Technologies

NASDAQ: PLTR · USD

Palantir Technologies (PLTR) Economic Moat Analysis56

Competitive advantages, dated evidence and erosion risks.

Narrow economic moat

Palantir has a qualified narrow moat from switching friction in integrated data and operational workflows, supported by substantial existing-customer expansion, ongoing maintenance and training needs. Current embeddedness is better evidenced than replacement costs or long-term protection. Strong growth and GAAP profitability demonstrate execution and margin resilience, but do not isolate realized pricing power. Customer termination rights, observed budget pressures, competitors’ potential bundling advantages and dependence on third-party compatibility constrain durability.

Switching costs

Integrated data, logic and operational workflows, supported by ongoing maintenance and user training, create switching friction. Substantial revenue expansion from existing customers corroborates current embeddedness, although migration costs are not quantified.

Durability
A decade-plus deployment history and noncancelable contracted revenue support persistence over multiple years. They do not establish exceptional durability or guarantee continued customer dependence.
Competitors
Comparison not established
Erosion risks
Many customers can terminate with less than twelve months’ notice. Government work-product rights can weaken dependence. Disclosed budget pressures, internal development, potential competitor bundling and third-party compatibility requirements could erode switching friction.
What would invalidate the thesis
The thesis would weaken materially if existing-customer revenue persistently contracted through displacement or nonrenewal, or if customers demonstrated inexpensive migration of integrated workflows while maintaining functionality. Repeated competitive price concessions coupled with lost deployments would also contradict the claimed protection.
Evidence (10) · Counterevidence (6)

Changes since the previous analysis

  • Retain the narrow verdict and previously supported numerical grades after reassessing the supplied catalog; realized_pricing remains null.
  • Add the June 2026 top-twenty customer spending comparison as supporting evidence, while recognizing that the ranking may contain different customers across periods.
  • Use $466.8 million of six-month stock-based compensation expense from the cash-flow reconciliation, distinct from the previous analysis’s $467.3 million equity-statement entry.

Evidence limitations

  • The passages provide issuer disclosures and reported results, without independent migration-cost studies, customer-level renewal data or competitive win/loss comparisons.
  • Competitive passages identify generic categories and capabilities, not named competitors. Companies named in director biographies are not established as Palantir competitors; the competitors array is therefore empty.
  • Product integration and training support an inference of switching friction. They do not quantify replacement costs, prove technological exclusivity or establish network effects, efficient scale or a structural cost advantage.
  • Revenue expansion, larger customer spending and margins do not separate realized prices from adoption, volume, product mix or operating efficiencies. Realized pricing remains unassessable.
  • Noncancelable remaining performance obligations support contractual visibility, not guaranteed renewals. Top-twenty spending is not a fixed-cohort retention statistic.
  • Actual compensation terms and voting rights support management assessments, but the supplied ownership passages are incomplete and do not establish comprehensive economic alignment or durable per-share operating incentives.
  • Source dates are retained as filed dates. The latest supplied operating period ends June 30, 2026; later operating developments are outside this assessment.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
202178.0%-26.7%—20.8%
202278.6%-8.5%—9.6%
202380.6%5.4%7.9%31.3%
202480.2%10.8%10.4%39.8%
202582.4%31.6%30.8%46.9%

Pricing power—

  • Pricing outcomes

    The passages establish revenue expansion and resilient margins but disclose no comparable realized price changes, discounts or separation of price from volume and mix. Existing-customer growth is attributed generally to adoption. These outcomes cannot isolate realized pricing in either direction, so a numerical pricing grade is unsupported.

  • Customer demand

    Substantial 2025 expansion from existing customers demonstrates strong repeat demand. Higher trailing-twelve-month spending among the top twenty customers provides additional, non-fixed-cohort support. Retention is assessed indirectly rather than through a renewal rate; termination rights and actual failures among some Investee customers prevent interpreting expansion as universal retention.

  • Margin resilience

    GAAP gross margins were 81%, 80% and 82% in 2023–2025, then 86% in the first half of 2026 versus 81% a year earlier. GAAP operating income also strengthened. These demonstrate margin resilience during rapid expansion, while leaving price, mix and efficiency contributions unresolved.

  • Pricing freedom

    Many customers can terminate with less than twelve months’ notice; certain government contracts allow conditional refunds or price adjustments, and exclusivity restricts some sales. Noncancelable obligations provide partial protection. The disclosed terms therefore show weak contractual insulation, while unilateral repricing authority is not established.

Management50

  • Capital discipline

    First-half 2026 operating cash generation of $2.1 billion and no outstanding debt support discipline. Against this, $466.8 million of stock-based compensation expense, rising outstanding shares, realized Investee customer failures and at least $5.6 billion of spending commitments through February 2036 temper confidence. Returns on the long-term commitment remain unproven.

  • Incentive alignment

    Actual April 2025 executive SAR grants had above-market $150 exercise prices and delayed exercise windows, linking rewards to future share value. Historical underwater-option repricing, ongoing dilution and concentrated voting influence weaken symmetry. These actual disclosures support mixed alignment without assuming complete ownership coverage or treating stock-price incentives as per-share operating targets.

  • Execution

    Reported 2025 revenue growth of 56%, substantial existing-customer expansion, first-half 2026 revenue growth of 89%, higher GAAP operating income and stronger operating cash generation demonstrate strong execution. This assesses management indirectly through operating outcomes, without attributing every result to individual executives or accepting claims of exclusive AI capability.

  • Governance

    The actual multiple-class structure concentrates voting influence and substantially restricts outside shareholders’ influence over important transactions. An independent Audit Committee and related-party review standards provide safeguards. The June 2026 disclosure says Palantir is not currently a controlled company; possible future exemptions are not treated as adopted.

Sources and methodology

Current publication · Updated 21/10/2026 · Version 12

AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.

Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 31/10/2026

Moat56

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

structural advantage · 2/4 · Integrated workflows, interdependent maintenance and training needs support switching friction, corroborated by substantial existing-customer expansion. This establishes a qualified current advantage. Replacement costs and superiority over alternatives remain unquantified, so the evidence supports neither broad technological exclusivity nor exceptional structural protection.

durability · 2/4 · A decade-plus Gotham history and $4.9 billion of noncancelable remaining performance obligations at June 30, 2026 support persistence. Recognition extends beyond twelve months. However, many contracts permit early termination, and government work-product rights can weaken continuing dependence; neither product history nor contracted revenue guarantees lasting protection.

customer dependency · 3/4 · Existing government and commercial customers contributed $774.0 million and $425.2 million of incremental 2025 revenue, respectively. Integration and training requirements strengthen the inference of operational embeddedness. This is strong indirect dependency evidence from repeat spending and adoption, without demonstrating that replacement is infeasible or equally difficult for every customer.

erosion resilience · 2/4 · First-half 2026 revenue grew 89% and GAAP operating income increased substantially despite disclosed competitive and budget pressures. That demonstrates current resilience. Potential bundling by larger rivals, compatibility dependence and realized Investee customer failures constrain durability; strong recent results do not establish sustained immunity to substitution.

Pricing power—

Insufficient evidence for every rubric criterion; no category score is inferred.

realized pricing · — · The passages establish revenue expansion and resilient margins but disclose no comparable realized price changes, discounts or separation of price from volume and mix. Existing-customer growth is attributed generally to adoption. These outcomes cannot isolate realized pricing in either direction, so a numerical pricing grade is unsupported.

retention · 3/4 · Substantial 2025 expansion from existing customers demonstrates strong repeat demand. Higher trailing-twelve-month spending among the top twenty customers provides additional, non-fixed-cohort support. Retention is assessed indirectly rather than through a renewal rate; termination rights and actual failures among some Investee customers prevent interpreting expansion as universal retention.

margin resilience · 3/4 · GAAP gross margins were 81%, 80% and 82% in 2023–2025, then 86% in the first half of 2026 versus 81% a year earlier. GAAP operating income also strengthened. These demonstrate margin resilience during rapid expansion, while leaving price, mix and efficiency contributions unresolved.

contractual freedom · 1/4 · Many customers can terminate with less than twelve months’ notice; certain government contracts allow conditional refunds or price adjustments, and exclusivity restricts some sales. Noncancelable obligations provide partial protection. The disclosed terms therefore show weak contractual insulation, while unilateral repricing authority is not established.

Predictability78

5 consecutive published annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.

Nondeclining revenue years (%)
100.00
Revenue growth volatility (pp)
14.97
Positive FCF years (%)
100.00
FCF margin volatility (pp)
13.29
observedAnnualPeriods
5.00

Financial strength—

Missing required inputs: interestCoverageGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or reported pretax profit plus reported gross interest expense. Reported EBIT is distinct from GAAP operating income and gross interest. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.

debtFcfGrade
100.00
netDebtEbitGrade
100.00
currentRatioGrade
100.00
Debt / FCF (x)
0.00
Net debt / operating income (x)
-1.01
Current ratio (x)
7.11

Capital allocation43

Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or EBIT calculated from reported pretax profit plus reported gross interest expense; the issuer-reported EBIT is distinct from GAAP operating income and gross interest; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. ROIC remains undefined for nonpositive invested capital; the explicit asset-return alternative does not change the ROIC chart. Missing financial inputs alone never trigger an alternative. Does not establish acquisition quality or buyback timing.

3-year pre-tax operating return (%)
16.90
3-year average dilution (%)
4.72
3-year average SBC / revenue (%)
20.27
cashConversionGrade
100.00

Management50

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · First-half 2026 operating cash generation of $2.1 billion and no outstanding debt support discipline. Against this, $466.8 million of stock-based compensation expense, rising outstanding shares, realized Investee customer failures and at least $5.6 billion of spending commitments through February 2036 temper confidence. Returns on the long-term commitment remain unproven.

incentive alignment · 2/4 · Actual April 2025 executive SAR grants had above-market $150 exercise prices and delayed exercise windows, linking rewards to future share value. Historical underwater-option repricing, ongoing dilution and concentrated voting influence weaken symmetry. These actual disclosures support mixed alignment without assuming complete ownership coverage or treating stock-price incentives as per-share operating targets.

execution · 3/4 · Reported 2025 revenue growth of 56%, substantial existing-customer expansion, first-half 2026 revenue growth of 89%, higher GAAP operating income and stronger operating cash generation demonstrate strong execution. This assesses management indirectly through operating outcomes, without attributing every result to individual executives or accepting claims of exclusive AI capability.

governance · 1/4 · The actual multiple-class structure concentrates voting influence and substantially restricts outside shareholders’ influence over important transactions. An independent Audit Committee and related-party review standards provide safeguards. The June 2026 disclosure says Palantir is not currently a controlled company; possible future exemptions are not treated as adopted.

Evidence

Using the Ontology, users can build out and integrate data, logic, and action into a decision-centric architecture, where data engineers can integrate new data sources, analysts can clean and transform data, data scientists can write models, business users can conduct daily workflows, and senior leaders can make critical decisions.

2025 Form 10-K, filed 2026-02-17; Business—Our Platforms: integrated data, logic and workflows · Filed 17/02/2026

The Company concluded that the promise to provide a software license is highly interdependent and interrelated with the promise to provide O&M services and such promises are not distinct within the context of its contracts and are accounted for as a single performance obligation as the Company’s On-Premises Software.

2025 Form 10-K, filed 2026-02-17; revenue recognition: interdependence of on-premises licenses and O&M · Filed 17/02/2026

Our customers typically need training in the proper use of and the variety of benefits that can be derived from our platforms to maximize the potential of our platforms.

June 2026 Form 10-Q, filed 2026-08-04; platform training requirements · Filed 04/08/2026

Of the increase, $774.0 million was from government customers existing as of December 31, 2024.

2025 Form 10-K, filed 2026-02-17; MD&A—2025 government revenue increase from existing customers · Filed 17/02/2026

Of the increase, $425.2 million was from commercial customers existing as of December 31, 2024, including a decrease of $37.0 million of revenue from Strategic Commercial Contracts.

2025 Form 10-K, filed 2026-02-17; MD&A—2025 commercial revenue increase from existing customers · Filed 17/02/2026

Generally, increases in revenue from our existing customers are related to the increased adoption of our products and services within their organizations.

2025 Form 10-K, filed 2026-02-17; MD&A—interpretation of existing-customer revenue increases · Filed 17/02/2026

For over a decade, Gotham has surfaced insights for global defense agencies, the intelligence community, disaster relief organizations and beyond.

June 2026 Form 10-Q, filed 2026-08-04; Business—Gotham deployment history · Filed 04/08/2026

The Company’s remaining performance obligations were $4.9 billion as of June 30, 2026, of which the Company expects to recognize approximately 43% as revenue over the next 12 months, 36% as revenue over the subsequent 13 to 36 months, and the remainder thereafter.

June 2026 Form 10-Q, filed 2026-08-04; remaining performance obligations at June 30, 2026 and expected recognition periods · Filed 04/08/2026

Revenue allocated to remaining performance obligations represents noncancelable contracted revenue that has not yet been recognized, which includes deferred revenue and, in certain instances, amounts that will be invoiced.

June 2026 Form 10-Q, filed 2026-08-04; definition of remaining performance obligations · Filed 04/08/2026

Our average revenue for the top twenty customers during the trailing twelve months ended June 30, 2026 was $124 million, which grew 67% from an average of $75 million in revenue from the top twenty customers during the trailing twelve months ended June 30, 2025, demonstrating our expanding relationships with existing customers.

June 2026 Form 10-Q, filed 2026-08-04; MD&A—top-twenty customer revenue for trailing twelve-month periods · Filed 04/08/2026

However, the Company allows many of its customers to terminate contracts for convenience prior to the end of the stated term with less than twelve months’ notice.

June 2026 Form 10-Q, filed 2026-08-04; customer termination notice provisions · Filed 04/08/2026

•claim rights in solutions, systems, or technology produced by us, appropriate such work-product for their continued use without continuing to contract for our services, and disclose such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position;

2025 Form 10-K, filed 2026-02-17; public-sector contract risks—government work-product rights · Filed 17/02/2026

We are experiencing increased competition while, at the same time, many of our customers are facing budget pressures, cutting costs, identifying more affordable solutions, performing certain work internally rather than hiring contractors, and reducing product development cycles.

June 2026 Form 10-Q, filed 2026-08-04; competition and observed customer budget pressures · Filed 04/08/2026

In addition, some of our larger competitors have substantially broader and more diverse product and service offerings and may be able to leverage their relationships with distribution partners and customers based on other products or incorporate functionality into existing products to gain business in a manner that discourages customers from purchasing our platforms, including by selling at zero or negative margins, product bundling, or offering closed technology platforms.

June 2026 Form 10-Q, filed 2026-08-04; competition—larger rivals’ potential bundling and distribution advantages · Filed 04/08/2026

The competitive position of our platforms depends in part on their ability to operate with third-party products and services, and if we are not successful in maintaining and expanding the compatibility of our platforms with such third-party products and services, our business, financial condition, and results of operations could be adversely impacted.

June 2026 Form 10-Q, filed 2026-08-04; competitive dependence on third-party compatibility · Filed 04/08/2026

For example, some of our early-stage Investee customers filed for bankruptcy or terminated their contracts with us and we may not realize the full value of our commercial contracts with such customers as a result.

June 2026 Form 10-Q, filed 2026-08-04; realized bankruptcies or contract terminations among some early-stage Investee customers · Filed 04/08/2026

Results of Operations The following table summarizes our consolidated statements of operations data (in thousands): Years Ended December 31, 2025 2024 2023 Revenue $ 4,475,446 $ 2,865,507 $ 2,225,012 Cost of revenue 789,177 565,990 431,105 Gross profit 3,686,269 2,299,517 1,793,907 Operating expenses: Sales and marketing 1,056,859 887,755 744,992 Research and development 557,677 507,878 404,624 General and administrative 657,718 593,481 524,325 Total operating expenses 2,272,254 1,989,114 1,673,941 Income from operations 1,414,015 310,403 119,966 Interest income 229,181 196,792 132,572 Other income (expense), net 14,172 (18,022) (15,447) Income before provision for income taxes 1,657,368 489,173 237,091 Provision for income taxes 22,724 21,255 19,716 Net income 1,634,644 467,918 217,375 Less: Net income attributable to noncontrolling interests 9,611 5,728 7,550 Net income attributable to common stockholders $ 1,625,033 $ 462,190 $ 209,825 The following table sets forth the components of our consolidated statements of operations data as a percentage of revenue: Years Ended December 31, 2025 2024 2023 Revenue 100 % 100 % 100 % Cost of revenue 18 20 19 Gross margin 82 80 81 Operating expenses: Sales and marketing 23 31 34 Research and development 12 18 18 General and administrative 15 20 24 Total operating expenses 50 69 76 Income from operations 32 11 5 Interest income 5 7 6 Other income (expense), net — (1) — Income before provision for income taxes 37 17 11 Provision for income taxes 1 1 1 Net income 36 16 10 Less: Net income attributable to noncontrolling interests — — 1 Net income attributable to common stockholders 36 % 16 % 9 % 74 Table of Contents Comparison of the Years Ended December 31, 2025 and 2024 Revenue Years Ended December 31, Change 2025 2024 Amount % Revenue: Government $ 2,402,287 $ 1,569,605 $ 832,682 53 % Commercial 2,073,159 1,295,902 777,257 60 % Total revenue $ 4,475,446 $ 2,865,507 $ 1,609,939 56 % Revenue increased by $1.6 billion, or 56%, for the year ended December 31, 2025 compared to 2024.

2025 Form 10-K, filed 2026-02-17; MD&A—2023–2025 consolidated operating results, gross margins and 2025 revenue growth · Filed 17/02/2026

For the six months ended June 30, 2026, we generated $3.6 billion in revenue, reflecting a 89% growth rate from the six months ended June 30, 2025 when we generated $1.9 billion in revenue.

June 2026 Form 10-Q, filed 2026-08-04; MD&A—six-month revenue and year-over-year growth · Filed 04/08/2026

In the six months ended June 30, 2026 and 2025, we generated income from operations of $1.7 billion and $0.4 billion, respectively, or adjusted income from operations of $2.2 billion and $0.9 billion, respectively, when excluding stock-based compensation and related employer payroll taxes.

June 2026 Form 10-Q, filed 2026-08-04; MD&A—six-month GAAP and adjusted operating income · Filed 04/08/2026

In the six months ended June 30, 2026 and 2025, our gross profit was $3.1 billion and $1.5 billion, respectively, reflecting a gross margin of 86% and 81%, respectively, or 87% and 82%, respectively, when excluding stock-based compensation.

June 2026 Form 10-Q, filed 2026-08-04; MD&A—six-month GAAP gross profit and gross margins · Filed 04/08/2026

•for some contracts, (i) demand a refund, make a forward price adjustment, or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process and (ii) reduce the contract price under triggering circumstances, including the revision of price lists or other documents upon which the contract award was predicated;

June 2026 Form 10-Q, filed 2026-08-04; government contract rights—conditional refunds and price adjustments · Filed 04/08/2026

These exclusivity provisions limit our ability to license our platforms and provide services to specific customers, or to compete in certain geographic markets or industries, which may limit our growth and negatively impact our results.

June 2026 Form 10-Q, filed 2026-08-04; contractual exclusivity restrictions · Filed 04/08/2026

Net cash provided by operating activities was $2.1 billion and $0.8 billion for the six months ended June 30, 2026 and 2025, respectively.

June 2026 Form 10-Q, filed 2026-08-04; six-month operating cash generation · Filed 04/08/2026

As of June 30, 2026, we had no outstanding debt balances and additional available and undrawn revolving commitments of $500 million under our credit facility.

June 2026 Form 10-Q, filed 2026-08-04; debt balances and undrawn revolving commitments at June 30, 2026 · Filed 04/08/2026

Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Six Months Ended June 30, 2026 2025 Operating activities Net income $ 1,942,364 $ 546,289 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 14,985 13,152 Stock-based compensation 466,801 315,310 Unrealized and realized (gain) loss from marketable securities, net (62,242) (452) Other operating activities (85,582) 2,092 Changes in operating assets and liabilities: Accounts receivable, net (433,801) (163,501) Prepaid expenses and other assets

Q2 2026 earnings release, filed 2026-08-03; unaudited six-month cash-flow reconciliation, including stock-based compensation · Filed 03/08/2026

The following represented the total authorized, issued, and outstanding shares for each class of common stock (in thousands): As of June 30, 2026 As of December 31, 2025 Authorized Issued and Outstanding Authorized Issued and Outstanding Class A Common Stock 20,000,000 2,300,517 20,000,000 2,290,987 Class B Common Stock 2,700,000 101,375 2,700,000 99,200 Class F Common Stock 1,005 1,005 1,005 1,005 Total 22,701,005 2,402,897 22,701,005 2,391,192 9.

June 2026 Form 10-Q, filed 2026-08-04; authorized and outstanding common shares, in thousands · Filed 04/08/2026

Under the amended agreement, the Company has committed to spend at least $5.6 billion, with annual minimum commitments of $268 million to $979 million, over ten contract years through February 29, 2036, among other things.

June 2026 Form 10-Q, filed 2026-08-04; amended agreement minimum spending commitments through February 29, 2036 · Filed 04/08/2026

The SARs granted to Messrs. Glazer and Taylor in April 2025 were granted with a per share exercise price of $150 per share, which price was significantly higher than our stock price on the awards’ grant date.

2026 proxy statement, filed 2026-04-24; actual April 2025 executive SAR grants and exercise price · Filed 24/04/2026

These SARs are only exercisable following expiration of the required service periods, during a limited window beginning in late November 2033, and only if the closing sales price of the Company’s Class A common stock exceeds $150 per share on the trading day immediately preceding the exercise date.

2026 proxy statement, filed 2026-04-24; executive SAR exercise timing and stock-price condition · Filed 24/04/2026

* In June 2020, in connection with a broad-based repricing, certain underwater stock options of our Non-CEO NEOs were exchanged for new stock options with an exercise price equal to $4.72 per share and a new maximum term (“Option Exchange”), with all other terms remaining the same.

2026 proxy statement, filed 2026-04-24; historical June 2020 underwater option exchange · Filed 24/04/2026

The Class F common stock generally gives the Founders the ability to control up to 49.999999% of the total voting power of the Company’s capital stock, so long as the Founders and certain of their affiliates collectively meet a minimum ownership threshold, which was 100 million of the Company's equity securities as of June 30, 2026.

June 2026 Form 10-Q, filed 2026-08-04; Class F voting rights and ownership threshold at June 30, 2026 · Filed 04/08/2026

Risks Related to the Multiple Class Structure of our Common Stock, the Founder Voting Trust Agreement, and the Founder Voting Agreement The 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.

June 2026 Form 10-Q, filed 2026-08-04; actual multiple-class structure and outside shareholder influence · Filed 04/08/2026

The Audit Committee is a committee of the Board of Directors composed solely of independent directors as required by Nasdaq listing rules and the rules and regulations of the SEC.

2026 proxy statement, filed 2026-04-24; Audit Committee independence · Filed 24/04/2026

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.

2026 proxy statement, filed 2026-04-24; related-person transaction review standards · Filed 24/04/2026

Although 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.

June 2026 Form 10-Q, filed 2026-08-04; current absence of controlled-company status and possible future status · Filed 04/08/2026

Publication history

Publication history
VersionUpdatedCompetitive advantage
1231/10/2026narrow
1127/10/2026narrow
1024/10/2026narrow
923/10/2026narrow
822/10/2026narrow
719/10/2026narrow
619/10/2026narrow
519/10/2026narrow
418/10/2026narrow
318/10/2026narrow

Sources

Research methodology and limitations · What is an economic moat?