TTAN: Chief Accounting Officer Sells 5,188 Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Michele O'Connor, Chief Accounting Officer of ServiceTitan, Inc. (TTAN), reported multiple sales of Class A common stock on 09/17/2025 totaling 5,188 shares. The largest block sold was 3,500 shares at $116.05; the remaining shares were sold in several transactions at weighted-average prices around $116.04. These dispositions were made to satisfy tax withholding obligations in connection with the vesting of restricted stock units under the issuer's equity plans and are described as mandated "sell to cover" transactions rather than discretionary trades. Following the reported sales, the reporting person’s beneficial ownership decreased from 95,436.5 shares to 93,748.5 shares. The Form 4 was signed by an attorney-in-fact on 09/18/2025.

Positive

• Sales were disclosed as mandatory "sell-to-cover" transactions to satisfy tax withholding on vested RSUs, which clarifies intent and reduces interpretive ambiguity.
• Filing provides weighted-average price ranges for each tranche and shows pre- and post-transaction beneficial ownership, supporting transparency and compliance.

Negative

• Reporting person disposed of 5,188 shares on 09/17/2025, reducing beneficial ownership from 95,436.5 to 93,748.5 shares.
• Aggregate sale proceeds occurred at prices near $116, which is a realized disposition of executive-held equity.

Insights

Financial Analyst

TL;DR: Routine mandated "sell-to-cover" RSU tax withholding resulted in 5,188 shares sold; transaction is administrative, not an active insider trade.

The filing documents non-discretionary sales tied to RSU vesting rather than a voluntary disposition by the reporting executive. The total of 5,188 shares sold at prices clustered around $116 represents a modest reduction in holdings from 95,436.5 to 93,748.5 shares. For investors assessing insider signals, the stated purpose—satisfying tax withholding—reduces the informational content of the sale about management's view on valuation. The transaction values can be approximated by multiplying the weighted-average prices provided, but the Form discloses the specific ranges for each tranche, preserving transparency.

Corporate Governance Expert

TL;DR: Disclosure follows Section 16 requirements; "sell-to-cover" explanation clarifies intent and aligns with common equity-plan practices.

The Form 4 includes explicit explanatory footnotes stating that these sales were mandated to satisfy tax withholding obligations under the issuer's equity incentive plans. That disclosure is important for governance transparency: it distinguishes administrative plan-driven sales from discretionary insider selling. The reporting and the attorney-in-fact signature meet filing formalities and provide the necessary dates and weighted-average price ranges for each tranche, supporting compliance with reporting obligations.

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

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

1. Name and Address of Reporting Person^*

O'Connor Michele

(Last) (First) (Middle)

C/O SERVICETITAN, INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		S		3,500	D	$116.05	95,436.5	D
Class A Common Stock	09/17/2025		S(1)		158	D	$116.04(2)	95,278.5	D
Class A Common Stock	09/17/2025		S(1)		390	D	$116.04(3)	94,888.5	D
Class A Common Stock	09/17/2025		S(1)		714	D	$116.04(4)	94,174.5	D
Class A Common Stock	09/17/2025		S(1)		426	D	$116.04(5)	93,748.5	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

Explanation of Responses:

1. Represents shares sold to satisfy the Reporting Person's tax withholding obligation in connection with the vesting of restricted stock units. 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.64 to $114.63. 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.64 to $115.63. 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 $115.64 to $116.63. 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 $116.64 to $117.51. 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.

	/s/ Olive Huang, Attorney-in-Fact	09/18/2025
	** 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 Michele O'Connor sell shares of TTAN on 09/17/2025?

The Form 4 states the sales were to satisfy tax withholding obligations in connection with the vesting of restricted stock units; they are described as mandated "sell-to-cover" transactions.

How many TTAN shares did the reporting person sell and at what prices?

The reporting person sold a total of 5,188 Class A shares on 09/17/2025. The largest block was 3,500 shares at $116.05; other tranches were sold at weighted-average prices around $116.04 with specified price ranges.

What was the effect on beneficial ownership after the transactions?

Beneficial ownership decreased from 95,436.5 shares to 93,748.5 shares following the reported sales.

Who signed the Form 4 and when was it filed?

The Form 4 is signed by Olive Huang, Attorney-in-Fact and the signature date shown is 09/18/2025.

Do the sales represent discretionary insider trading?

No. The Form 4 explicitly states these were mandated sell-to-cover transactions tied to tax withholding for vested RSUs and not discretionary trades by the reporting person.