Form 4: Bessemer Venture Partners Divests Over 225,000 ServiceTitan Shares

Bessemer Venture Partners, a 10% owner and director of ServiceTitan, Inc., sold 225,277 shares of Class A Common Stock across multiple transactions in late June 2025, realizing over $24 million.

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.

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.

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.

Key Dates

Recommendation

Keywords

ServiceTitan, TTAN, SEC Form 4, Insider Trading, Stock Sale, Beneficial Ownership, Bessemer Venture Partners, Institutional Investor, Equity Divestment, Rule 10b5-1