TTAN Form 4: Mahdessian Converts Class B and Sells Class A Shares via 10b5-1
Rhea-AI Filing Summary
ServiceTitan director and CEO Ara Mahdessian reported multiple transactions under a Rule 10b5-1 plan. On September 9 and September 10, 2025 he caused conversion of 42,666 Class B shares into Class A shares on each date and sold the converted Class A shares under a 10b5-1 trading plan adopted April 15, 2025. The sales on September 9 were reported at weighted average prices in ranges between $116.91 and $119.78 depending on tranches; the September 10 sales were reported at weighted average prices in ranges between $114.39 and $118.76. The Form indicates the shares were held indirectly by the AMKE Trust dated February 1, 2019, and the transactions were reported by an attorney-in-fact on behalf of the reporting person.
Positive
- Sales were executed under a Rule 10b5-1 trading plan adopted April 15, 2025, providing procedural transparency
- Filing discloses weighted-average price ranges and offers to provide transaction-level details on request
Negative
- Insider reported the sale of a material number of shares (totaling 85,332 shares across September 9–10, 2025), reducing indirect holdings
- Conversion of Class B to Class A and subsequent sales increased the freely tradable Class A share count held by market participants
Insights
TL;DR: Routine insider conversions and 10b5-1 sales; transparent execution but reduces reported indirect stake.
The filing documents scheduled conversions of Class B to Class A shares and contemporaneous sales executed under a previously adopted Rule 10b5-1 plan. The use of a 10b5-1 plan and disclosure of weighted-average price ranges increases procedural transparency and reduces questions about opportunistic timing. The transactions were effected indirectly by the AMKE Trust, consistent with estate/trust ownership structures. From an investor-information standpoint, these are material for share count and insider ownership monitoring but do not in themselves convey new operational or financial performance information about the company.
TL;DR: Governance practices appear standard: conversions and plan-based sales disclosed; no governance red flags visible.
The Form 4 shows conversions of Class B into Class A shares and multiple sales executed under a pre-established 10b5-1 plan adopted April 15, 2025. The reporting includes weighted-average price ranges and an explicit undertaking to provide transaction-level detail on request, which aligns with best-practice disclosure. There is no indication of undisclosed related-party transfers or exceptions to conversion terms. Based solely on the filing, these are routine insider liquidity events rather than governance issues.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 42,666 | $0.00 | -- |
| Conversion | Class A Common Stock | 42,666 | $0.00 | -- |
| Sale | Class A Common Stock | 10,371 | $116.01 | $1.20M |
| Sale | Class A Common Stock | 22,131 | $116.01 | $2.57M |
| Sale | Class A Common Stock | 6,663 | $116.01 | $773K |
| Sale | Class A Common Stock | 2,713 | $116.01 | $315K |
| Sale | Class A Common Stock | 788 | $116.01 | $91K |
| Conversion | Class B Common Stock | 42,666 | $0.00 | -- |
| Conversion | Class A Common Stock | 42,666 | $0.00 | -- |
| Sale | Class A Common Stock | 14,706 | $118.42 | $1.74M |
| Sale | Class A Common Stock | 13,865 | $118.42 | $1.64M |
| Sale | Class A Common Stock | 14,095 | $118.42 | $1.67M |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on April 15, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.91 to $117.90. 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 with the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.91 to $118.90. 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 with the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.91 to $119.78. 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 with the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.39 to $115.38. 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 with the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.39 to $116.38. 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 with the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.39 to $117.38. 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 with the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.39 to $118.38. 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 with the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.39 to $118.76. 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 with the range set forth in this footnote. 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.
