[Form 4] ServiceTitan, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ServiceTitan, Inc. (TTAN) – Form 4 filed 06/30/2025

CEO & Co-founder Ara Mahdessian reported a routine set of insider transactions on 06/26/2025:

• Conversion: 24,392 Class B shares were converted 1-for-1 into Class A shares at no cost, increasing the publicly traded float.
• Sell-to-cover sales: 24,391.25 Class A shares were immediately sold in four tranches to satisfy withholding taxes linked to restricted-stock-unit vesting. The weighted-average sale price was $104.65, with price bands ranging from $103.20 to $106.57, generating roughly $2.55 million in gross proceeds.
• Post-transaction, direct Class A ownership fell to just 0.75 share; however, Mahdessian retains 3,313,545 Class B shares directly and a further 6,144,019 Class B shares indirectly through two 2024 GRATs and the AMKE family trust.
• The filing also records exempt June 24, 2025 transfers of 185,367 Class B shares from each GRAT to the family trust, consistent with Rule 16a-13.

The activity is disclosed as non-discretionary and mandated by the company’s equity incentive plan. While it reduces the CEO’s immediate Class A stake, his overall economic exposure and voting control remain largely unchanged, suggesting neutral fundamental impact for investors.

Positive

• CEO retains significant economic exposure via 3.3 M direct and 6.1 M indirect Class B shares, maintaining long-term alignment with shareholders.
• Additional 24 k Class A shares enter the public float, modestly improving liquidity without diluting total share count.

Negative

• Near-total sale of newly converted shares (~$2.55 M) could be perceived as insider selling, even though tax-driven.
• Direct Class A ownership reduced to less than one share, eliminating immediate voting power in the traded class.

Insights

Securities Analyst

TL;DR: Administrative sell-to-cover; no strategic signal, neutral share-supply effect.

The CEO disposed of shares solely to meet tax obligations created by RSU vesting after the IPO lock-up. Such transactions are common and do not reflect a viewpoint on valuation. The conversion adds ~24 k shares to the Class A float—immaterial vs. the 3 million-plus Class B shares still held. Proceeds of ~$2.5 million are small relative to both the executive’s residual stake and TTAN’s market cap, implying neutral trading significance. Share-price pressure should be minimal given daily trading volumes since the IPO.

Corporate Governance Specialist

TL;DR: Filing evidences compliance; ownership structure and control remain intact.

The Form 4 shows transparent reporting of required transactions, adherence to Rule 10b5-1 safe-harbor language, and proper use of a "sell-to-cover" mechanism approved in the equity plan. Large Class B holdings preserve the CEO’s voting power, aligning long-term incentives. Transfers between GRATs and the family trust, exempt under Rule 16a-13, indicate estate-planning efficiency without public-float disruption. I see no governance red flags or material change in insider-alignment dynamics.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mahdessian Ara

(Last) (First) (Middle)

C/O SERVICETITAN

800 N. BRAND BLVD., SUITE 100

(Street)

GLENDALE CA 91203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ServiceTitan, Inc. [ TTAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/26/2025		C(1)		24,392	A	$0	24,392	D
Class A Common Stock	06/26/2025		S(2)		7,122	D	$104.65(3)	17,270	D
Class A Common Stock	06/26/2025		S(2)		12,092	D	$104.65(4)	5,178	D
Class A Common Stock	06/26/2025		S(2)		4,435.25	D	$104.65(5)	742.75	D
Class A Common Stock	06/26/2025		S(2)		742	D	$104.65(6)	0.75	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(7)	06/26/2025		C(1)			24,392	(7)	(7)	Class A Common Stock	24,392	$0	3,313,545	D
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	429,035		429,035(8)	I	By AM 2024 GRAT
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	429,035		429,035(9)	I	By KE 2024 GRAT
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	5,285,949		5,285,949(8)(9)	I	By the AMKE Trust dated February 1, 2019

Explanation of Responses:

1. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.

2. Represents shares sold to satisfy the Reporting Person's tax withholding obligation in connection with the vesting of restricted stock units, which had vested with respect to the service-based vesting condition and subsequently satisfied the liquidity-event vesting condition two weeks following the expiration date of lock-up period following the Issuer's initial public offering. These sales are mandated as part of the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.20 to $104.19. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.20 to $105.19. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.20 to $106.19. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.20 to $106.57. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The Class B common stock is convertible into an equal number of shares of Class A common stock at any time, at the holder's election. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers, or upon the occurrence of certain specified events, in each case as set forth in the Issuer's Amended and Restated Certificate of Incorporation.

8. Reflects the June 24, 2025 transfer of 185,367 shares of Class B Common Stock from the AM 2024 GRAT to the AMKE Trust in satisfaction of a GRAT annuity payment owed to the Reporting Person. Such transfer was exempt from reporting pursuant to Rule 16a-13.

9. Reflects the June 24, 2025 transfer of 185,367 shares of Class B Common Stock from the KE 2024 GRAT to the AMKE Trust in satisfaction of a GRAT annuity payment owed to the Reporting Person's spouse. Such transfer was exempt from reporting pursuant to Rule 16a-13.

	/s/ Scott Booth, Attorney-in-Fact	06/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

Why did ServiceTitan (TTAN) CEO Ara Mahdessian sell 24k shares?

The sales were mandated "sell-to-cover" transactions to fund withholding taxes on recently vested RSUs, not discretionary trades.

What price did the TTAN shares sell for on 06/26/2025?

Weighted-average price was $104.65, with individual trades ranging from $103.20 to $106.57.

How many shares does the CEO still own after the Form 4 filing?

He holds 3,313,545 Class B shares directly and 6,144,019 Class B shares indirectly through trusts.

Does the transaction affect ServiceTitan's public float?

Yes, 24,392 Class B shares converted to Class A, marginally increasing publicly tradable shares by about 0.02%.

Were any insider trading rules or exemptions cited?

Yes, Rule 10b5-1(c) for pre-planned trades and Rule 16a-13 for GRAT-to-trust transfers were referenced.