Form 4: Bessemer Venture Partners Divests Over 225,000 ServiceTitan Shares
Summary
- Bessemer Venture Partners VIII L.P., Bessemer Venture Partners VIII Institutional L.P., and 15 Angels II LLC, collectively 'Bessemer Funds' and a 10% owner and director of ServiceTitan, Inc. (TTAN), reported sales of Class A Common Stock.
- On June 27, 2025, the Bessemer Funds sold a total of 118,125 shares of Class A Common Stock at weighted average prices ranging from $105.93 to $108.47.
- On June 30, 2025, an additional 107,152 shares of Class A Common Stock were sold at weighted average prices ranging from $107.76 to $109.40.
- The total number of shares sold across these two dates amounts to 225,277 shares.
- Following these transactions, the Bessemer Funds, including Cloud All Star Fund, L.P., collectively beneficially own 8,140,751 shares of ServiceTitan Class A Common Stock.
- The sales were executed 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).
Sentiment
Score: 3
Explanation: The sale of a significant number of shares by a 10% owner and director is generally viewed as a negative signal, indicating potential concerns about future growth or valuation, despite the sales being executed at favorable prices.
Positives
- The sales were executed at relatively high prices, ranging from $105.55 to $109.72 per share, indicating the reporting person was able to realize significant gains.
Negatives
- A significant insider, Bessemer Venture Partners (a 10% owner and director), sold a substantial number of shares (225,277 shares) over two days.
- Insider selling can be interpreted as a signal that the reporting person believes the stock may be fully valued or that they are diversifying their portfolio away from the issuer.
Risks
- The divestment by a major institutional investor and director could signal a lack of confidence in the company's near-term growth prospects or valuation, potentially leading to negative market sentiment.
- Increased supply of shares on the market from large institutional sales could put downward pressure on the stock price.
Future Outlook
The document does not contain any forward-looking statements or guidance regarding ServiceTitan's future performance or strategic direction.
Management Comments
- Scott Ring, General Counsel of Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P., signed the filing on behalf of Bessemer Venture Partners VIII L.P.
- Scott Ring, General Counsel of Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P., signed the filing on behalf of Bessemer Venture Partners VIII Institutional L.P.
- Scott Ring, Authorized Person of 15 Angels II LLC, signed the filing on behalf of 15 Angels II LLC.
- John Ailanjian, Managing Member & Authorized Signatory of Cloud All Star Fund GP, LLC, the General Partner of Cloud All Star Fund, L.P., signed the filing on behalf of Cloud All Star Fund, L.P.
- The reporting person undertakes to provide to 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 stated ranges.
Industry Context
This filing represents an insider transaction by a venture capital firm that is a significant shareholder and director in ServiceTitan. Such divestments by early-stage investors are common as companies mature and provide liquidity events, or as funds reach their end-of-life cycle, but they are closely watched by the market for potential signals about future performance.
Stakeholder Impact
- Shareholders: Existing shareholders may interpret the significant insider selling as a bearish signal, potentially leading to a decrease in investor confidence and downward pressure on the stock price.
- Potential Investors: New investors might be deterred by the insider selling, viewing it as a sign that the stock's upside potential is limited or that risks are increasing.
Next Steps
- The reporting person has undertaken to provide detailed information on shares sold at each specific price within the stated ranges upon request from the Issuer, security holders, or the SEC staff.
Related Party Transactions
- The sales were conducted by Bessemer Venture Partners VIII L.P., Bessemer Venture Partners VIII Institutional L.P., and 15 Angels II LLC, which are related entities collectively identified as 'Bessemer Funds.'
- These entities are identified as a 10% owner and director of ServiceTitan, Inc., making their transactions related party dealings in the context of insider trading regulations.
- The beneficial ownership structure involves several related entities including Cloud All Star Fund, LP, Deer VIII & Co. L.P., and Deer VIII & Co. Ltd., with common directors holding voting and dispositive power.
Key Dates
- 06/27/2025: First set of Class A Common Stock sales by Bessemer Funds.
- 06/30/2025: Second set of Class A Common Stock sales by Bessemer Funds.
- 07/01/2025: Filing date of the Form 4.
Keywords
Filings with Classifications
Insider Trading Report
- A 10% owner and director, Bessemer Venture Partners, sold a substantial number of shares (225,277 shares) of ServiceTitan Class A Common Stock.
- Insider selling, especially by a significant holder, is generally perceived as a negative signal by the market, suggesting that the insider may believe the stock is fully valued or that better investment opportunities exist elsewhere.
Insider Transaction Report
- Funds affiliated with a Director and 10% Owner, Byron B. Deeter, divested a substantial number of shares (225,277 shares) of ServiceTitan Class A Common Stock across two transactions. While the sales were by the funds and not directly by the individual, such significant sales by an affiliated entity of a major shareholder can be interpreted as a negative signal by the market.
Insider Trading Report
- The document details significant insider selling by Bessemer Venture Partners, a 10% owner and director of ServiceTitan, Inc. Insider selling is generally perceived as a negative signal by the market, suggesting that a key stakeholder is reducing their exposure to the company's stock.
Insider Transaction Report
- The sale of 137,543 shares by entities affiliated with a director and 10% owner is generally viewed as a negative signal by investors, suggesting a potential lack of confidence or a move to realize gains, which can put downward pressure on the stock price.
Insider Transaction Report
- A significant sale of 500,000 shares by a 10% owner and director, Bessemer Venture Partners, could signal a lack of confidence or a strategic portfolio rebalancing, potentially leading to negative market perception.
Quarterly Report
- The company states, "We may be required to seek additional equity or debt financing."
- It notes that future capital requirements will depend on various factors, including business challenges, product enhancements, infrastructure improvements, and potential acquisitions.
- The company evaluates financing opportunities and acknowledges that obtaining additional financing on acceptable terms may not always be possible.
Quarterly Report
- Revenue growth of 27% significantly outpaced the prior year's comparable period.
- Net loss decreased by $9.7 million, indicating improved financial performance.
- Gross profit increased by 40%, and gross margins improved across the board, reflecting operational efficiencies.
- Net cash used in operating activities decreased, and non-GAAP free cash flow improved, showing better cash management.
- Gross Transaction Volume (GTV) increased by $3.2 billion, and the net dollar retention rate remained strong at over 110%, indicating robust customer adoption and expansion.
Quarterly Financial Results
- Total revenue grew 27% year-over-year to $215.7 million, exceeding the prior year's growth rate.
- Non-GAAP income from operations significantly increased to $16.2 million from $3.3 million in the prior year, indicating substantial improvement in core profitability.
- Non-GAAP operating margin improved to 7.5% from 1.9% year-over-year, reflecting enhanced operational efficiency.
- GAAP loss from operations decreased to $(49.5) million from $(53.4) million, showing a reduction in overall losses.
- Net cash used in operating activities improved to $(14.6) million from $(19.2) million, indicating a reduced cash burn.
Annual Results
- The company's net loss increased from $195.1 million in fiscal year 2024 to $239.1 million in fiscal year 2025.
Earnings Release
- The company's revenue growth exceeded expectations, with a 29% increase in Q4 and a 26% increase for the full year.
- Non-GAAP profitability improved significantly, with a shift from a loss to income from operations for both Q4 and the full year.
- Net dollar retention remained high, indicating strong customer satisfaction and upselling opportunities.
Quarterly Report
- The net loss increased from $39.7 million to $46.5 million year-over-year.
Earnings Release
- The company's non-GAAP income from operations turned positive, indicating improved profitability.
- Net cash generated from operating activities significantly increased, showcasing better cash management.
- Non-GAAP free cash flow improved, reflecting stronger financial health.
S-1/A Filing
- ServiceTitan is conducting an initial public offering of its Class A common stock.
- The company intends to use approximately $310.6 million of the net proceeds from this offering to redeem all outstanding shares of its non-convertible preferred stock.
- The remaining net proceeds will be used for general corporate purposes, including working capital, operating expenses, and capital expenditures.
- The company may also use a portion of the net proceeds to acquire or invest in businesses, products, services, or technologies.
S-1/A Filing
- The company's loss from operations increased by approximately 20% to 26% for the three months ended October 31, 2024 compared to the three months ended October 31, 2023.
S-1/A Filing
- The company has a history of losses and may not be able to achieve or sustain profitability in the future.
S-1/A Filing
- The company is conducting an initial public offering of shares of its Class A common stock.
- The company plans to use approximately $310.6 million of the net proceeds from this offering to redeem all outstanding shares of its non-convertible preferred stock.
- The remaining net proceeds will be used for general corporate purposes, including working capital, operating expenses and capital expenditures.
- The company may also use a portion of the net proceeds to acquire or invest in businesses, products, services or technologies.
S-1 Filing
- ServiceTitan has filed an S-1 registration statement for its initial public offering.
- The company intends to use approximately $ million of the net proceeds from this offering to redeem all outstanding shares of its non-convertible preferred stock.
- The remaining net proceeds will be used for general corporate purposes, including working capital, operating expenses and capital expenditures.
- The company may also use a portion of the net proceeds to acquire or invest in businesses, products, services or technologies.
S-1 Filing
- The company experienced a net loss of $195.1 million for fiscal year 2024, which is worse than expected for a company of this size.
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