[Form 4] ServiceTitan, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Equity Bancshares, Inc. (NYSE: EQBK) filed an 8-K on 2 July 2025 to disclose several closing actions tied to its previously announced merger with NBC Corp. of Oklahoma.

• Material Definitive Agreement (Item 1.01): EQBK executed a Registration Rights Agreement with former NBC shareholders. The company will use “commercially reasonable efforts” to file and bring effective an SEC shelf registration that will allow those shareholders to resell the EQBK shares received in the merger on a Rule 415 continuous basis.
• Unregistered Equity Issuance (Item 3.02): EQBK issued 1,729,783 Class A common shares as merger consideration, relying on the private-placement exemption under Section 4(a)(2) of the Securities Act.
• Board Appointment (Item 5.02): C. Kendric Fergeson, former Chairman & CEO of NBC, joins both the EQBK and Equity Bank boards effective 3 July 2025 and will sit on the Risk Committee. He will receive standard non-employee director compensation; no related-party transactions were reported.
• Exhibits (Item 9.01): 2.1 – Agreement & Plan of Reorganization (previously filed); 10.1 – Registration Rights Agreement; 104 – Inline XBRL cover data.

The 8-K finalises the legal mechanics of the NBC acquisition, adds a seasoned community-bank leader to governance, and increases EQBK’s share count via a privately placed issuance that will shortly become freely tradeable once the shelf registration is declared effective.

Insights

M&A Specialist

TL;DR: Merger closed, registration rights granted; integration moves ahead, governance strengthened.

Completion of the NBC transaction removes execution risk and should accelerate EQBK’s Oklahoma expansion strategy. Registration rights are standard but give former NBC owners liquidity once a shelf is effective, potentially expediting post-deal share dispersion. Issuing 1.73 million shares is a modest cost for the assumed asset base and may prove earnings-accretive once synergies are realised. Adding NBC’s long-time CEO to EQBK’s board preserves local knowledge, a positive for cultural integration.

Securities Analyst

TL;DR: Share count up; resale shelf may create overhang, but strategic footprint expands.

The private issuance increases outstanding shares and, once registered, could pressure the stock as former NBC holders monetize positions. However, the transaction broadens EQBK’s market presence and should enhance deposit diversity. No immediate financial metrics were provided, so dilution vs. earnings accretion cannot yet be quantified. Governance changes appear routine and low-risk.

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)
07/03/2025

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	07/03/2025		J(1)		567,666	D	(1)	3,962,276	I(2)(3)	By ICONIQ Strategic Partners II, L.P.
Class A Common Stock	07/03/2025		J(4)		444,395	D	(4)	3,101,848	I(2)(3)	By ICONIQ Strategic Partners II-B, L.P.
Class A Common Stock	07/03/2025		J(5)		233,828	D	(5)	1,632,104	I(2)(3)	By ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series)
Class A Common Stock	07/03/2025		J(6)		95,451	D	(6)	666,240	I(2)(3)	By ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series)
Class A Common Stock								809,216	I(2)(3)	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock								864,653	I(2)(3)	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock								522,470	I(2)(3)	By ICONIQ Strategic Partners V, L.P.
Class A Common Stock								700,688	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								261,954(7)	D(7)

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 July 3, 2025, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 567,666 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 July 3, 2025, ICONIQ II-B distributed, for no consideration, in the aggregate 444,395 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 July 3, 2025, ICONIQ II ST distributed, for no consideration, in the aggregate 233,828 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 July 3, 2025, ICONIQ II ST2 distributed, for no consideration, in the aggregate 95,451 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. 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 127,205 ICONIQ II Shares, ICONIQ II-B Shares, ICONIQ II ST Shares and ICONIQ II ST2 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	07/08/2025
	** 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

How many new shares did Equity Bancshares (EQBK) issue for the NBC merger?

EQBK issued 1,729,783 Class A common shares to former NBC shareholders.

What is contained in the Registration Rights Agreement disclosed by EQBK?

EQBK agreed to file and seek effectiveness of a shelf registration so NBC shareholders can resell their EQBK shares under Rule 415.

Who joined Equity Bancshares' board after the NBC merger?

C. Kendric Fergeson, former NBC Chairman & CEO, was appointed to EQBK’s board and Risk Committee effective 3 July 2025.

Was the share issuance registered with the SEC?

No. The shares were issued under the Section 4(a)(2) private-placement exemption; a resale registration will follow.

Which exhibits were filed with the EQBK 8-K dated July 2, 2025?

Exhibit 2.1: Agreement & Plan of Reorganization; Exhibit 10.1: Registration Rights Agreement; Exhibit 104: Inline XBRL cover data.