TTAN Form 4: ICONIQ Distributions Total Nearly 1M Class A Shares

Rhea-AI Filing Summary

ServiceTitan (TTAN) insiders reported distributions of Class A common stock on September 9, 2025. Multiple ICONIQ-managed funds distributed shares for no consideration to their limited partners and related general partners under exemptions from Rules 16a-13 and 16a-9. Reported aggregate distributions include 359,020 shares from ICONIQ Strategic Partners II, 281,058 from ICONIQ II-B, 147,885 from ICONIQ II ST, 60,368 from ICONIQ II ST2, 73,323 from ICONIQ III and 78,346 from ICONIQ III-B. The filing lists post-transaction beneficial ownership figures for various ICONIQ entities and shows that Divesh Makan and Matthew Jacobson hold certain shares indirectly through trusts (aggregates reported in the filing). The Form 4 is split into multiple filings due to the number of reporting persons.

Positive

• Distributions disclosed transparently with specific share counts and reliance on Rules 16a-13 and 16a-9
• Form 4 filings include disclaimers and indirect ownership details for clarity on beneficial ownership

Negative

• Large aggregate distributions reported (e.g., 359,020 and 281,058 shares) which reduce holdings reported for the issuing entities
• Concentration of holdings moved into trusts and partner accounts, which may complicate tracing ultimate beneficial ownership

Insights

Corporate Governance Expert

TL;DR: Multiple ICONIQ funds distributed sizable blocks of TTAN Class A shares to partners, using Section 16 distribution exemptions.

The filing documents coordinated in-kind distributions from several ICONIQ partnership vehicles to their partners and related GPs on September 9, 2025. These were reported as dispositions made "for no consideration" and processed relying on Rules 16a-13 and 16a-9 exemptions, which is a standard mechanism to transfer securities among related partnership parties without triggering Section 16 penalties. The report includes disclaimers of beneficial ownership from certain GP entities and individuals, and identifies indirect holdings through family and estate-planning trusts. From a governance perspective, the disclosures appear procedural and compliant; they do not indicate independent transfers to market or third-party sales.

Securities Analyst

TL;DR: The transaction reduced reported holdings of ICONIQ-managed entities but reflects internal distributions, not open-market sales.

The Form 4 shows material share movements by ICONIQ partnership vehicles: aggregate distributions reported include hundreds of thousands of Class A shares across multiple funds (notably 359,020 and 281,058 share distributions). Post-transaction beneficial ownership totals are provided for each reporting line, and key principals (Divesh Makan and Matthew Jacobson) are shown as holding shares indirectly via trusts. These dispositions are documented as internal reallocations to partners rather than public disposals, so immediate market impact is not indicated in the filing itself.

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
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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).

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^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(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)

	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)

	Form filed by One Reporting Person
X	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	D(2)(3)
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								357,747(9)	I(9)	By Divesh Makan
Class A Common Stock								112,158(10)	I(10)	By Matthew Jacobson

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

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Makan Divesh

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Jacobson Matthew

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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 William J.G. Griffith are the sole equity holders of ICONIQ II Parent GP and ICONIQ III Parent GP and Messrs. Makan, Griffith and Matthew Jacobson are the sole equity holders of ICONIQ V Parent GP. Each of ICONIQ II GP, ICONIQ II Parent GP, ICONIQ III GP, ICONIQ III Parent GP, ICONIQ V GP, ICONIQ V Parent GP and Messrs. Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons 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 Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 95,924 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. Makan 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 Makan is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

10. The shares are held by Jacobson through a trust of which he is a trustee. Includes an aggregate of 31,251 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. Jacobson disclaims beneficial ownership of the shares held by such trust 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 Jacobson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

Form 2 of 2: Due to the limitations of the SEC's electronic filing system, this Form 4 is being split into two filings to account for the number of Reporting Persons. Each Form 4 will be filed by Designated Filer ICONIQ Strategic Partners II, L.P. In addition, William J.G. Griffith is separately filing a Form 4 reporting beneficial ownership of the securities reported herein.

	ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	09/11/2025
	/s/ Divesh Makan	09/11/2025
	/s/ Matthew Jacobson	09/11/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions does the TTAN Form 4 report?

The filing reports multiple distributions of Class A common stock on September 9, 2025 by ICONIQ-managed funds to their limited partners and related general partners, all described as distributions "for no consideration."

How many shares were distributed by ICONIQ Strategic Partners II on September 9, 2025?

ICONIQ Strategic Partners II distributed an aggregate of 359,020 shares of Class A common stock, as reported in the filing.

Were these transfers open-market sales or internal distributions?

The filing explicitly describes these as distributions to partners made for no consideration under Rules 16a-13 and 16a-9, not as open-market sales.

Who are the individual reporting persons named in the filing?

The filing identifies Divesh Makan and Matthew Jacobson as reporting persons and shows ICONIQ Strategic Partners II, L.P. as a reporting entity.

Are any shares held through trusts according to the report?

Yes; the filing states that certain shares are held by Makan and Jacobson through trusts, and it provides aggregate amounts attributable to those trusts in the report.

Does the Form 4 indicate reliance on Section 16 exemptions?

Yes; the distributions are reported as made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.