Form 4: ICONIQ Funds Distribute Over 1.5 Million ServiceTitan Class A Shares to Partners

Various ICONIQ investment funds, including ICONIQ Strategic Partners II and III, have distributed over 1.5 million shares of ServiceTitan Class A Common Stock to their respective limited and general partners for no consideration.

Summary

• On June 10, 2025, ICONIQ Strategic Partners II, L.P. distributed 567,666 shares of ServiceTitan's Class A Common Stock to its limited partners and general partner, ICONIQ Strategic Partners II GP, L.P., for no consideration.
• ICONIQ Strategic Partners II-B, L.P. distributed 444,395 shares of Class A Common Stock to its limited partners and ICONIQ Strategic Partners II GP, L.P. on the same date.
• ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) distributed 233,828 shares, and ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) distributed 95,451 shares of Class A Common Stock, both for no consideration.
• ICONIQ Strategic Partners III, L.P. distributed 101,406 shares, and ICONIQ Strategic Partners III-B, L.P. distributed 108,353 shares of Class A Common Stock to their respective partners.
• All distributions were made for no consideration and in accordance with exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• Following these transactions, ICONIQ Strategic Partners II, L.P. beneficially owns 4,529,942 shares directly, while other ICONIQ entities hold significant indirect beneficial ownership.
• Divesh Makan received an aggregate of 134,681 shares indirectly through family and estate planning trusts.
• Matthew Jacobson received an aggregate of 43,549 shares indirectly through a trust.
• The total number of Class A Common Stock shares distributed across the reported transactions is 1,551,099.

Sentiment

Score: 5

Explanation: The filing reports a routine distribution of shares by investment funds to their partners for no consideration, which is a change in beneficial ownership structure rather than an indicator of company performance or strategic shift. This type of transaction is generally neutral in terms of direct impact on the issuer's operations or financial health.

Risks

• ICONIQ II GP, ICONIQ II Parent GP, ICONIQ III GP, ICONIQ III Parent GP, ICONIQ V GP, ICONIQ V Parent GP, and Messrs. Makan, Griffith, and Jacobson disclaim beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except to the extent of their pecuniary interest therein, if any.
• The report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Management Comments

• Kevin Foster, Head of Strategy for ICONIQ Strategic Partners II TT GP, Ltd., signed the filing on behalf of multiple ICONIQ reporting entities.

Industry Context

This SEC Form 4 filing details a common practice in the private equity industry where investment funds distribute shares of their portfolio companies to their limited partners and general partners after a liquidity event, such as an IPO, or after a certain holding period. This is a structural change in beneficial ownership rather than a direct operational or financial announcement from ServiceTitan, Inc.

Related Party Transactions

• The distributions of Class A Common Stock were made by various ICONIQ Strategic Partners funds (ICONIQ II, ICONIQ II-B, ICONIQ II ST, ICONIQ II ST2, ICONIQ III, ICONIQ III-B) to their respective limited partners and general partners (e.g., ICONIQ II GP, ICONIQ III GP) for no consideration, representing pro rata interests. These are transactions between entities within the broader ICONIQ investment structure.

Stakeholder Impact

• Shareholders: The distributions result in a change in the direct beneficial ownership of ServiceTitan Class A Common Stock, with shares moving from the ICONIQ funds to their underlying limited and general partners. This does not change the total outstanding shares of ServiceTitan.
• Limited Partners and General Partners of ICONIQ Funds: These stakeholders now directly hold shares of ServiceTitan, providing them with direct exposure to the company's performance.

Key Dates

Keywords

ServiceTitan, TTAN, ICONIQ, SEC Form 4, Insider Transaction, Beneficial Ownership, Stock Distribution, Private Equity, Class A Common Stock