[144] ServiceTitan, Inc. SEC Filing

Rhea-AI Filing Summary

Form 4 filing overview: Clover Health Investments (CLOV) reported insider activity by Jamie L. Reynoso, listed as “CEO, Medicare Advantage.” On 30 June 2025 Ms. Reynoso earned 217,523 Class A shares through the final tranche of a March 16 2023 performance-based RSU award. To satisfy withholding taxes, the company automatically sold 85,596 shares at $2.79 per share. After the automatic sale, Ms. Reynoso’s direct ownership stands at 3,328,328 Class A shares, up roughly 132 k shares versus the prior balance.

• Nature of transaction: “A” code denotes acquisition from equity award; “F” code denotes shares withheld for taxes—neither represents an open-market trade.
• Cost basis: RSUs were settled at no cash cost to the insider; only the tax-withholding sale carries a market price.
• Alignment impact: The executive retains a sizable equity stake (≈3.3 million shares), reinforcing incentive alignment, but no new cash investment was made.

Overall, the filing reflects routine equity-compensation vesting and related tax withholding rather than a discretionary buy or sell decision. Market impact is expected to be neutral barring other catalysts.

Positive

• Executive ownership rises by ~132,000 shares, increasing alignment with shareholders.
• Performance-based vesting suggests the company met or exceeded predefined targets tied to the 2023 RSU grant.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU vesting—neutral impact; insider’s stake increases, no open-market buying.

The 217.5 k share addition arises from a scheduled performance-based RSU vesting. The automatic 85.6 k-share sale merely covers payroll taxes. Net beneficial ownership growth of ~132 k shares (≈4 % of her prior holdings) is not large enough to signal a strong incremental vote of confidence, but it modestly enhances alignment. Because there is no discretionary purchase or sale, I view the filing as informational, not directional. Trading volume impact should be minimal.

Corporate Governance Expert

TL;DR: Performance-based vesting confirms compensation plan progression; governance concerns minimal.

The disclosure shows Clover Health’s incentive structure functioning as designed: shares vest only after performance hurdles, with automatic tax withholding to avoid insider liquidity strain. The executive’s continued sizable ownership (3.3 M shares) exceeds common ownership guidelines, fostering shareholder alignment. There are no indications of problematic timing, 10b5-1 usage, or unusual dispositions. Therefore, the governance signal is neutral-to-slightly-positive, but not materially impactful to valuation.

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	Merrill Lynch, Pierce, Fenner & Smith Incorporated 555 California Street, 18th Floor San Francisco CA 94104	5549	606283.74	77266756	07/02/2025	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			5549	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
Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/25/2025	5559	586085.37
Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/25/2025	6685	704799.55
15 Angels II LLC 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/25/2025	299	31523.57
Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/26/2025	55400	5864922.22
Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/26/2025	66625	7053257.09
15 Angels II LLC 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/26/2025	2975	314948.44
Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/27/2025	52353	5625353.04
Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/27/2025	62961	6765187.34
15 Angels II LLC 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/27/2025	2811	302043.20
Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/30/2025	47490	5157069.79
Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/30/2025	57112	6201949.25
15 Angels II LLC 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/30/2025	2550	276911.52

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

What insider transaction did Jamie L. Reynoso report for CLOV?

217,523 RSUs vested and 85,596 shares were withheld for taxes on 30 June 2025.

How many Clover Health shares does Reynoso own after the Form 4 filing?

She now directly owns 3,328,328 Class A shares.

Were any open-market purchases or sales involved?

No. The acquisition came from RSU vesting; the share sale was automatic tax withholding, not discretionary trading.

At what price were shares sold to cover taxes?

Shares were sold at $2.79 per share.

Does the filing indicate use of a Rule 10b5-1 plan?

No Rule 10b5-1 box is marked; the sale was automatic for tax withholding.