TTAN Form 144: Bessemer Plans New Sale After $51M Share Disposal

Rhea-AI Filing Summary

ServiceTitan, Inc. (TTAN) – Form 144 Notice of Proposed Sale

The filing discloses that Bessemer Venture Partners VIII L.P. intends to sell 5,559 Class A common shares of ServiceTitan on or about 25 June 2025 through Nasdaq. The broker of record is stated as the selling partnership itself, located in Larchmont, NY. The shares to be sold carry an aggregate market value of $588,920.46. ServiceTitan reports 77,266,756 Class A shares outstanding, so the planned sale represents roughly 0.007 % of the float, implying limited direct dilution or supply impact.

The filing also details insider activity over the prior three-month period. Three affiliated entities—Bessemer Venture Partners VIII L.P., Bessemer Venture Partners VIII Institutional L.P. and 15 Angels II LLC—collectively disposed of 500,000 Class A shares for total gross proceeds of $51.0 million on 10 June 2025. No additional consideration terms or non-cash payments are noted; earlier acquisitions were via cash purchase on 20 March 2015.

The signatory affirms no undisclosed adverse information and acknowledges potential Rule 10b5-1 plans. While the current proposed sale is modest, the pattern of recent, larger dispositions by longstanding venture investors may indicate an ongoing exit strategy following lock-up expirations or liquidity windows.

Positive

• The proposed sale represents only 0.007 % of the 77.27 million shares outstanding, limiting immediate dilution or pricing pressure.

Negative

• Venture capital affiliates have sold 500,000 shares for $51 million in the last three months, indicating an ongoing exit strategy.
• An additional 5,559 shares are slated for sale on 25 June 2025, adding to insider supply.
• Continued insider selling may weigh on investor sentiment despite limited quantitative impact.

Insights

Equity Research Analyst

TL;DR: Venture fund plans small additional sale after sizable recent disposals; signals continuing exit but minimal dilution.

The Form 144 shows Bessemer Venture Partners VIII L.P. aiming to sell 5,559 shares (<~0.01 % of outstanding) worth about $0.59 million. Although quantitatively trivial, it follows a much larger 500 k-share ($51 m) block sold by related vehicles on 10 Jun 2025. The cumulative pattern suggests the VC is systematically reducing its stake post-IPO, which can weigh on sentiment and place incremental supply into the market. However, given the issuer’s 77.3 m shares outstanding, immediate price pressure should be negligible. No new information on fundamentals is provided; therefore, the impact is sentiment-driven rather than financial.

Corporate Governance Specialist

TL;DR: Routine compliance filing; insider selling ongoing but fully disclosed, governance risk low.

The notice satisfies Rule 144 disclosure requirements and includes standard representations on the absence of undisclosed adverse information. The filer’s adherence to timelines and aggregation reporting demonstrates procedural compliance. While continued insider selling may be viewed negatively by some investors, the tiny size of the current tranche and clear disclosure mitigate governance concerns. No red flags such as undisclosed consideration or related-party complexities appear in the document.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common	Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	5559	588920.46	77266756	06/25/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common	03/20/2015	Private purchase	Company			5559	03/20/2015	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/10/2025	221596	22602792.00
Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/10/2025	266502	27183204.00
15 Angels II LLC 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/10/2025	11902	1214004.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many ServiceTitan (TTAN) shares are covered by the new Form 144?

The filing covers 5,559 Class A common shares.

What is the aggregate market value of the proposed sale?

The shares are valued at approximately $588,920.46.

When is the approximate sale date for the shares?

The seller lists 25 June 2025 as the anticipated transaction date.

How many shares have the filers sold during the past three months?

Affiliated entities sold 500,000 Class A shares on 10 June 2025.

What percentage of outstanding shares does the new sale represent?

Roughly 0.007 % of the 77,266,756 shares outstanding.

Which broker is named in the filing?

The broker listed is Bessemer Venture Partners VIII L.P. at 1865 Palmer Ave, Larchmont, NY.

On which exchange will the shares be sold?

The filing states the shares will be sold on Nasdaq.