[S-8] ServiceTitan, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

ServiceTitan, Inc. filed a Form S-8 to register 40,310 additional shares of its Class A common stock for issuance under the Conduit Tech, Inc. 2022 Stock Plan.

The shares relate to restricted stock units originally granted by Conduit Tech that were assumed by ServiceTitan in connection with its acquisition of Conduit. On October 3, 2025, a wholly owned subsidiary of ServiceTitan merged with Conduit, after which the Conduit RSUs were converted into ServiceTitan RSUs on the same terms. This registration covers the shares issuable upon settlement of those converted RSUs that were outstanding as of October 3, 2025.

As filed with the Securities and Exchange Commission on October 21, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ServiceTitan, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		26-0331862
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

800 N. Brand Blvd.

Suite 100

Glendale, California 91203

(Address of principal executive offices, including zip code)

Conduit Tech, Inc. 2022 Stock Plan

(Full title of the plan)

Ara Mahdessian

Chief Executive Officer

800 N. Brand Blvd.

Suite 100

Glendale, California 91203

(855) 899-0970

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sharon R. Flanagan
Sally Wagner Partin Sidley Austin LLP 555 California Street Suite 2000 San Francisco, California 94104 (415) 772-1200 Dave Sherry Olive Huang ServiceTitan, Inc. 800 N. Brand Blvd. Suite 100 Glendale, California 91203 (855) 899-0970

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

ServiceTitan, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 40,310 additional shares of the Registrant’s Class A common stock, par value $0.001 per share (“Common Stock”), issuable under the Conduit Tech, Inc. 2022 Stock Plan (the “Plan”).

On October 3, 2025, Comet Acquisition Corp., a wholly owned subsidiary of the Registrant (“Merger Sub”), merged with and into Conduit Tech, Inc. (“Conduit”), and Conduit became a wholly owned subsidiary of the Registrant, pursuant to a Merger Agreement, dated as of September 18, 2025, by and among the Registrant, Conduit, Merger Sub and Fortis Advisors LLC, solely in its capacity as stockholder representative (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, the Registrant assumed the Plan, and each restricted stock unit of Conduit outstanding under the Plan held by an individual who was an employee of Conduit immediately following the closing of the transactions contemplated by the Merger Agreement was assumed by the Registrant and converted into a restricted stock unit of the Registrant to acquire Common Stock, on the same terms and conditions as the Conduit restricted stock unit. This Registration Statement relates to the 40,310 shares of Common Stock issuable pursuant to such converted Conduit restricted stock units outstanding as of October 3, 2025 under the Plan.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The prospectus containing information required by Part I of Form S-8 and related to this Registration Statement is omitted from this Registration Statement in accordance with the note to Part I of Form S-8. The Registrant will send or give to each holder of outstanding equity awards granted under the Plan a copy of the prospectus or documents containing information specified in Part I of Form S-8, as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Commission, the prospectus for the Plan is not being filed with or included in this Registration Statement. The prospectus for the Plan and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

(1)The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the Commission on April 2, 2025;

(2)The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2025, filed with the Commission on June 12, 2025;

(3)The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2025, filed with the Commission on September 10, 2025;

(4)The Registrant’s Current Report on Form 8-K, filed with the Commission on June 23, 2025; and

(5)The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-42434) filed with the Commission on December 9, 2024, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All reports and documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such reports and documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors, and other corporate agents.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s amended and restated certificate of incorporation includes provisions that may eliminate the personal liability of its directors and officers for monetary damages for breach of their fiduciary duty as directors and officers.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the amended and restated certificate of incorporation and amended and restated bylaws of the Registrant provide that:

•The Registrant shall indemnify its directors and officers for serving the Registrant in those capacities or for serving other business enterprises at the Registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

•The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.

•The Registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

•The Registrant will not be obligated pursuant to its amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the Registrant’s board of directors or brought to enforce a right to indemnification.

•The rights conferred in the amended and restated certificate of incorporation and amended and restated bylaws are not exclusive, and the Registrant is authorized to enter into indemnification agreements with its directors, officers, employees, and agents and to obtain insurance to indemnify such persons.

•The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees, and agents.

The Registrant’s policy is to enter into separate indemnification agreements with each of its directors and executive officers that provide the maximum indemnity allowed to directors and officers by Section 145 of the Delaware General Corporation Law and also to provide for certain additional procedural protections. The Registrant also maintains directors and officers insurance to insure such persons against certain liabilities.

These indemnification provisions and the indemnification agreements entered into between the Registrant and its executive officers and directors may be sufficiently broad to permit indemnification of the Registrant’s executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number

Exhibit Description

Incorporated by Reference

Form

File No.

Exhibit

Filing Date

4.1

Amended and Restated Certificate of Incorporation of the Registrant.

8-K

001-42434

3.1

12/13/2024

4.2

Amended and Restated Bylaws of the Registrant.

8-K

001-42434

3.2

12/13/2024

4.3

Form of Class A common stock certificate of the Registrant.

S-1

333-283296

4.2

11/18/2024

5.1*

Opinion of Sidley Austin LLP.

23.1*

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

23.2*

Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto).

24.1*

Power of Attorney (included on the signature page hereto).

99.1*#

Conduit Tech, Inc. 2022 Stock Plan.

107.1*

Filing Fee Table.

* Filed herewith.

# Indicates management contract or compensatory plan.

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on October 21, 2025.

SERVICETITAN, INC.
By:	/s/ Ara Mahdessian
	Ara Mahdessian
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ara Mahdessian, Vahe Kuzoyan and Dave Sherry, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Ara Mahdessian Ara Mahdessian		Chief Executive Officer and Director (Principal Executive Officer)		October 21, 2025
/s/ Dave Sherry Dave Sherry		Chief Financial Officer (Principal Financial Officer)		October 21, 2025
/s/ Michele O’Connor Michele O’Connor		Chief Accounting Officer (Principal Accounting Officer)		October 21, 2025
/s/ Vahe Kuzoyan Vahe Kuzoyan		President and Director		October 21, 2025
/s/ Nina Achadjian Nina Achadjian		Director		October 21, 2025
/s/ Michael Brown Michael Brown		Director		October 21, 2025
/s/ Tim Cabral Tim Cabral		Director		October 21, 2025
/s/ Byron Deeter Byron Deeter		Director		October 21, 2025
/s/ Ilya Golubovich Ilya Golubovich		Director		October 21, 2025
/s/ William Griffith William Griffith		Director		October 21, 2025
/s/ William Hsu William Hsu		Director		October 21, 2025

FAQ

What did ServiceTitan (TTAN) register in this Form S-8?

It registered 40,310 additional shares of Class A common stock for issuance under the Conduit Tech, Inc. 2022 Stock Plan.

Why are these 40,310 shares being registered by ServiceTitan (TTAN)?

They are issuable upon settlement of converted Conduit RSUs that ServiceTitan assumed in the Conduit acquisition.

When did ServiceTitan complete the merger related to these awards?

The merger closed on October 3, 2025, when Conduit became a wholly owned subsidiary of ServiceTitan.

What happens to the original Conduit RSUs after the merger?

Each Conduit RSU was assumed and converted into a ServiceTitan RSU to acquire Class A common stock on the same terms and conditions.

Which plan governs the registered shares for ServiceTitan (TTAN)?

The Conduit Tech, Inc. 2022 Stock Plan, which ServiceTitan assumed under the merger agreement.

Does the filing specify who receives any proceeds from these shares?

It states the registration of shares issuable under assumed RSUs; it does not describe proceeds.