TTAN Insider Vahe Kuzoyan Converts Class B and Sells 3,059 Shares to Cover Taxes
Rhea-AI Filing Summary
ServiceTitan insider Vahe Kuzoyan reported transactions on 09/17/2025 converting Class B shares into Class A and selling portions of vested restricted stock units to cover tax withholding. The filing shows a conversion of 3,059 Class B shares into Class A at no cash price, and multiple sell transactions totaling 3,059 Class A shares sold by sell-to-cover at weighted average prices ~$113.64–$117.51 ranges reported across lots. After these transactions the Reporting Person's direct beneficial ownership in Class A stock is reported as 0.25 shares, while various indirect holdings (trusts, GRATs, spouse) reflect substantial Class A equivalent positions totaling multiple large blocks.
Positive
- Full disclosure of conversion and sales with price ranges and offer to provide detailed execution breakdowns
- Sells were non-discretionary sell-to-cover to satisfy tax withholding under the company's equity plan
- Substantial indirect holdings remain through trusts and GRATs, preserving economic exposure
Negative
- Direct beneficial ownership reported at only 0.25 Class A shares following the transactions
- Material number of shares sold (3,059) could reduce perceived direct insider stake despite indirect holdings
Insights
TL;DR: Insider converted and sold shares to cover taxes; direct holdings now nominal while substantial indirect holdings remain.
The Form 4 documents a conversion of 3,059 Class B shares into Class A and immediate sell-to-cover sales of an equivalent number of Class A shares across multiple tranches with weighted average sale prices reported within specified ranges from $113.64 to $117.51. The sales are described as mandatory to satisfy tax withholding on vested restricted stock units, not discretionary trades. Reported direct ownership falls to 0.25 Class A shares, while material indirect holdings are shown across family trusts and GRATs, indicating control exposure remains concentrated via indirect vehicles rather than direct title.
TL;DR: Transaction is routine equity plan mechanics; governance impact limited but transparency is adequate.
The filing clearly discloses conversion mechanics and mandated sell-to-cover transactions under the issuer's equity incentive plan. Footnotes provide weighted average price ranges and offer to supply detailed execution breakdowns on request, which supports disclosure completeness. While direct ownership is reduced to a nominal amount, the filing enumerates multiple indirect ownership vehicles (K-A Family Trust, VK/RA GRATs, spouse) holding significant Class A equivalents, preserving economic and voting interests through those entities as described in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 3,059 | $0.00 | -- |
| Conversion | Class A Common Stock | 3,059 | $0.00 | -- |
| Sale | Class A Common Stock | 286.25 | $116.04 | $33K |
| Sale | Class A Common Stock | 705.75 | $116.04 | $82K |
| Sale | Class A Common Stock | 1,294.5 | $116.04 | $150K |
| Sale | Class A Common Stock | 772.25 | $116.04 | $90K |
| 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 B Common Stock | -- | -- | -- |
Footnotes (1)
- Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person. 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. 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. 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. 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. 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. 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.
FAQ
What transactions did Vahe Kuzoyan (TTAN) report on 09/17/2025?
What is Kuzoyan's reported direct ownership after these transactions?
Does the filing indicate indirect holdings for Kuzoyan?
Were the sales discretionary trades by the reporting person?
