TTAN Form 4: Kuzoyan converts and sells 33,194 shares; trust holdings disclosed
Rhea-AI Filing Summary
ServiceTitan insider Vahe Kuzoyan reported scheduled conversions and sales of common stock under a prearranged trading plan. On 09/23/2025 and 09/24/2025 Mr. Kuzoyan converted Class B common stock into Class A common stock (16,504 and 16,690 shares, respectively) and immediately sold those converted shares pursuant to a Rule 10b5-1 trading plan adopted April 15, 2025. The filings show sales executed at weighted-average prices ranging from about $103.92 to $110.53 across multiple transactions, with the two conversion/sale events totaling 33,194 Class A shares disposed. The Form 4 also discloses substantial indirect holdings via family trusts and several GRATs, including 5,513,065 Class A-equivalent shares held by the K-A Family Trust and additional shares held in various GRATs and irrevocable trusts.
Positive
- Transactions executed under a Rule 10b5-1 trading plan, indicating prearranged, compliant insider sales
- Detailed estate-planning transfers disclosed (GRATs and irrevocable trusts), improving transparency around indirect holdings
- Comprehensive footnote explanations for conversion mechanics and price ranges, supporting regulatory compliance
Negative
- Insider sold a total of 33,194 Class A shares via conversions and subsequent sales on 09/23/2025–09/24/2025, which reduces directly held shares
- Weighted-average sale prices spanned approximately $103.92 to $110.53, indicating material volume executed into the market over two days
Insights
TL;DR: Routine, preplanned insider sales and estate-planning transfers; no new information on company operations.
The Form 4 documents conversions of Class B into Class A shares followed by immediate sales executed under a Rule 10b5-1 plan, indicating these were prearranged transactions rather than opportunistic market sales. The total of 33,194 shares sold across September 23–24, 2025, were transacted at weighted-average prices reported in the filing. The disclosure of significant indirect holdings through the K-A Family Trust and multiple GRATs highlights concentrated founder-family ownership despite the recent disposals. For investors, this report primarily signals liquidity actions and estate planning rather than operational developments.
TL;DR: Governance and compliance appear intact; transfers and sales are documented with Rule 10b5-1 notice and GRAT disclosures.
The filing includes explanatory footnotes describing the conversion mechanics and the use of a Rule 10b5-1 plan, which supports compliance with insider-trading rules. Multiple transfers among GRATs, irrevocable trusts, and family trusts are explicitly noted and documented as satisfying annuity payments or estate-planning instruments. The detailed footnotes and the attorney-in-fact signature indicate formal adherence to disclosure requirements. These are governance-related actions rather than changes to management or control structure.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 16,690 | $0.00 | -- |
| Conversion | Class A Common Stock | 16,690 | $0.00 | -- |
| Sale | Class A Common Stock | 11,235 | $104.81 | $1.18M |
| Sale | Class A Common Stock | 2,939 | $104.81 | $308K |
| Sale | Class A Common Stock | 1,749 | $104.81 | $183K |
| Sale | Class A Common Stock | 570 | $104.81 | $60K |
| Sale | Class A Common Stock | 197 | $104.81 | $21K |
| Conversion | Class B Common Stock | 16,504 | $0.00 | -- |
| Conversion | Class A Common Stock | 16,504 | $0.00 | -- |
| Sale | Class A Common Stock | 4,710 | $107.83 | $508K |
| Sale | Class A Common Stock | 9,446 | $107.83 | $1.02M |
| Sale | Class A Common Stock | 1,411 | $107.83 | $152K |
| Sale | Class A Common Stock | 937 | $107.83 | $101K |
| 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 | -- | -- | -- |
| 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. 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 $106.56 to $107.55. 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 $107.56 to $108.55. 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 $108.56 to $109.55. 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 $109.56 to $110.53. 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 $103.92 to $104.91. 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 $104.92 to $105.91. 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 $105.92 to $106.91. 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 $106.92 to $107.91. 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 $107.92 to $108.03. 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. Reflects the September 23, 2025 transfer of 241,661 shares of Class B Common Stock from the VK 2023 GRAT to the Reporting Person in satisfaction of the final GRAT annuity payment owed to the Reporting Person and the subsequent transfer of 241,660 shares of Class B Common Stock to the VK 2025 GRAT for estate planning purposes. Reflects the September 23, 2025 transfer of 241,661 shares of Class B Common Stock from the RA 2023 GRAT to the Reporting Person's spouse in satisfaction of the final GRAT annuity payment owed to the Reporting Person's spouse and the subsequent transfer of 241,660 shares of Class B Common Stock to the RA 2025 GRAT for estate planning purposes. Reflects the September 23, 2025 transfer of 113,263 shares of Class B Common Stock from the RA 2023 GRAT to the RA Irrevocable Nonexempt Trust in accordance with the terms of the GRAT instrument. Reflects the September 23, 2025 transfer of 113,263 shares of Class B Common Stock from the VK 2023 GRAT to the VK Irrevocable Nonexempt Trust in accordance with the terms of the GRAT instrument.
