TTAN Form 4: Mahdessian Converts 3,058 Class B Shares, Sells 3,058.75 to Cover Taxes
Rhea-AI Filing Summary
Mahdessian Ara, ServiceTitan, Inc. (TTAN) Chief Executive Officer and Director, reported transactions dated 09/17/2025. The filing shows the conversion of 3,058 shares of Class B common stock into Class A common stock and the sale of 3,058.75 Class A shares to satisfy tax-withholding obligations related to vested restricted stock units. The sales were "sell-to-cover" transactions required under the companys equity plan and occurred at weighted-average prices in ranges from $113.64 to $117.51 depending on the lot.
The report lists resulting beneficial ownership across multiple vehicles and trusts, including large indirect holdings reflected as Class A equivalents (for example, 4,683,017 shares held by the AMKE Trust dated February 1, 2019). The form is signed by an attorney-in-fact and discloses that the Class B shares are convertible into Class A on a one-for-one basis.
Positive
- Full disclosure of conversion and sell-to-cover transactions, including weighted-average price ranges
- Clarifies that sales were mandatory to satisfy tax withholding and not discretionary trades
- Shows indirect holdings via trusts, aiding transparency about overall economic exposure
Negative
- Direct holdings reduced to zero following the reported transactions (per the table of direct ownership)
- Multiple sales executed at prices up to $117.51, which could be perceived negatively by some market participants despite being mandatory
Insights
TL;DR Routine conversion and mandatory sell-to-cover occurred; filings disclose indirect holdings via trusts.
The transaction appears to be procedural rather than an active economic disposition: conversion of Class B into Class A is a standard corporate mechanics event, and the subsequent sales were performed to satisfy tax-withholding on RSU vesting under the issuers election for "sell-to-cover." The filing properly discloses both direct and significant indirect holdings through trusts, which is important for governance transparency. No discretionary open-market trimming or new material transfers are reported beyond the plan-mandated sales.
TL;DR Insider sold 3,058.75 Class A shares via mandated sell-to-cover; overall economic stake remains concentrated through indirect holdings.
From an investor perspective, the reported sales are taxed-driven and not indicative of a voluntary liquidity event. The filing quantifies weighted-average sale price ranges between $113.64 and $117.51 across lots, which provides transparency on execution prices. Meanwhile, large indirect positions (for example, 4,683,017 Class A equivalents held by the AMKE Trust) suggest continued concentrated exposure by the reporting persons controlled vehicles.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 3,058 | $0.00 | -- |
| Conversion | Class A Common Stock | 3,058 | $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 | -- | -- | -- |
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 did Mahdessian Ara report on Form 4 for ServiceTitan (TTAN)?
Were the sales by the reporting person discretionary?
Does the filing show other holdings by Mahdessian Ara?
