ServiceTitan (TTAN) Insider Filing: ICONIQ Distributions Reduce Fund Holdings

Rhea-AI Filing Summary

William J.G. Griffith, a director and reported >10% owner of ServiceTitan, Inc. (TTAN), filed a Form 4 disclosing multiple distributions of Class A common stock on 09/09/2025. Several ICONIQ-managed funds distributed shares for no consideration to their limited partners and to affiliated general partners, with distributions reported from ICONIQ Strategic Partners II, II-B, II Co-Invest (ST and ST-2), III, and III-B. The filing shows specific disposals of 359,020, 281,058, 147,885, 60,368, 73,323 and 78,346 shares, and a separate 357,924 share disposition noted, while the reporting person continues to report indirect holdings through multiple ICONIQ entities and certain trusts. The report states these distributions were made under the exemptions of Rules 16a-13 and 16a-9 and includes a standard disclaimer that the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

• Timely, detailed disclosure of multiple fund-level distributions and post-transaction holdings
• Clear mapping of ICONIQ GP/LP relationships and trusts, improving transparency about indirect ownership
• Use of Section 16 exemptions (Rules 16a-13 and 16a-9) is explicitly stated

Negative

• Significant distributions of Class A shares from ICONIQ funds (e.g., 359,020; 281,058; 147,885; 357,924 shares) reduce fund-held positions
• Complex ownership structure may make it difficult for investors to quickly determine who ultimately controls the shares

Insights

Securities Analyst

TL;DR: Multiple fund-level distributions reduced fund-held Class A shares; disclosure clarifies indirect ownership and reliance on Section 16 exemptions.

The Form 4 documents non-sale distributions by several ICONIQ-managed funds on 09/09/2025, transferring shares for no consideration to limited partners and related GPs. The reporting person, William J.G. Griffith, reports indirect ownership across a complex GP/LP structure and excludes beneficial ownership except for any pecuniary interest. For investors, this filing is primarily a housekeeping disclosure of reallocation within ICONIQ funds rather than an open-market sale by the insider. The filing properly cites Rules 16a-13 and 16a-9 to support the distributions' treatment under Section 16.

Corporate Governance Expert

TL;DR: Governance disclosure is detailed; the filing delineates entity relationships and trusteeship, reducing ambiguity about indirect holdings.

The report provides explicit mapping of general partner and parent GP relationships across ICONIQ Strategic Partners II, III and V series and notes that certain shares are held through family and estate-planning trusts. The reporting person expressly disclaims beneficial ownership of trust-held shares except to the extent of any pecuniary interest, which is a standard but important legal clarification under Section 16. The detailed explanatory footnotes strengthen transparency regarding control and ownership attribution.

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^*

Griffith William J.G.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

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

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

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	09/09/2025		J(1)		359,020	D	(1)	3,603,256	I(2)(3)	By ICONIQ Strategic Partners II, L.P.
Class A Common Stock	09/09/2025		J(4)		281,058	D	(4)	2,820,790	I(2)(3)	By ICONIQ Strategic Partners II-B, L.P.
Class A Common Stock	09/09/2025		J(5)		147,885	D	(5)	1,484,219	I(2)(3)	By ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series)
Class A Common Stock	09/09/2025		J(6)		60,368	D	(6)	605,872	I(2)(3)	By ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series)
Class A Common Stock	09/09/2025		J(7)		73,323	D	(7)	735,893	I(2)(3)	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock	09/09/2025		J(8)		78,346	D	(8)	786,307	I(2)(3)	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock								483,635	I(2)(3)	By ICONIQ Strategic Partners V, L.P.
Class A Common Stock								648,606	I(2)(3)	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock								247,163	I(2)(3)	By ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST)
Class A Common Stock								111,891	I(2)(3)	By ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST2)
Class A Common Stock								357,924(9)	D(9)

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. On September 9, 2025, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 359,020 shares of the Issuer's Class A Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP"), representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2. ICONIQ II GP is the sole general partner of ICONIQ II, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"), ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) ("ICONIQ II ST") and ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) ("ICONIQ II ST2"). ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ II Parent GP") is the sole general partner of ICONIQ II GP. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of ICONIQ Strategic Partners III, L.P. ("ICONIQ III") and ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of ICONIQ Strategic Partners V, L.P. ("ICONIQ V"), ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"), ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST) ("ICONIQ V ST") and

3. (continued) ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST2) ("ICONIQ V ST2"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan and the Reporting Person are the sole equity holders of ICONIQ II Parent GP and ICONIQ III Parent GP and Divesh Makan, the Reporting Person and Matthew Jacobson are the sole equity holders of ICONIQ V Parent GP. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

4. On September 9, 2025, ICONIQ II-B distributed, for no consideration, in the aggregate 281,058 shares of the Issuer's Class A Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.

5. On September 9, 2025, ICONIQ II ST distributed, for no consideration, in the aggregate 147,885 shares of the Issuer's Class A Common Stock (the "ICONIQ II ST Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II ST Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II ST Shares it received in the distribution by ICONIQ II ST to its partners, representing each such partner's pro rata interest in such ICONIQ II ST Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act.

6. On September 9, 2025, ICONIQ II ST2 distributed, for no consideration, in the aggregate 60,368 shares of the Issuer's Class A Common Stock (the "ICONIQ II ST2 Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II ST2 Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II ST2 Shares it received in the distribution by ICONIQ II ST2 to its partners, representing each such partner's pro rata interest in such ICONIQ II ST2 Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act.

7. On September 9, 2025, ICONIQ III distributed, for no consideration, in the aggregate 73,323 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.

8. On September 9, 2025, ICONIQ III-B distributed, for no consideration, in the aggregate 78,346 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.

9. The shares are held by the Reporting Person through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 95,970 ICONIQ II Shares, ICONIQ II-B Shares, ICONIQ II ST Shares, ICONIQ II ST2 Shares, ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described herein. The Reporting Person disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

	/s/ William J.G. Griffith	09/11/2025
	** Signature of Reporting Person	Date
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FAQ

Who filed the Form 4 for ServiceTitan (TTAN)?

William J.G. Griffith, a director and reported 10% owner, filed the Form 4.

When were the transactions reported on the Form 4 for TTAN?

Transaction date: 09/09/2025; Form signed: 09/11/2025.

What type of transactions were reported on the Form 4?

Multiple fund-level distributions for no consideration of Class A common stock by ICONIQ funds to limited partners and affiliated GPs.

How many shares were distributed by ICONIQ Strategic Partners II on 09/09/2025?

ICONIQ II distributed 359,020 shares (reported as disposed in the filing).

Does the reporting person claim direct beneficial ownership of the distributed shares?

The filing states the reporting person disclaims beneficial ownership of the reported shares except to the extent of any pecuniary interest.

Under what rules were the distributions made?

The distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.