Form 4: ICONIQ Strategic Partners Distributes ServiceTitan Shares

ICONIQ Strategic Partners II, L.P. and related entities distributed nearly one million ServiceTitan Class A Common Stock shares to partners for no consideration.

Summary

• ICONIQ Strategic Partners II, L.P. and several related entities, including ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series), ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series), ICONIQ Strategic Partners III, L.P., and ICONIQ Strategic Partners III-B, L.P., collectively distributed 999,999 shares of ServiceTitan, Inc. Class A Common Stock.
• These distributions occurred on September 9, 2025, for no consideration, to their respective limited partners and general partners.
• The transactions were conducted in accordance with the exemptions provided by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• Following these distributions, ICONIQ Strategic Partners II, L.P. directly holds 3,603,256 shares of Class A Common Stock.
• Various ICONIQ entities and individuals, including Divesh Makan and Matthew Jacobson, maintain significant indirect beneficial ownership in ServiceTitan, Inc. Class A Common Stock.
• Divesh Makan indirectly holds 357,747 shares, including 95,924 shares received in the distributions, through family and estate planning trusts.
• Matthew Jacobson indirectly holds 112,158 shares, including 31,251 shares received in the distributions, through a trust.
• The reporting persons, including ICONIQ Strategic Partners II, L.P., Divesh Makan, and Matthew Jacobson, disclaim beneficial ownership of the reported securities for Section 16 purposes, except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: The filing reports internal distributions of shares for no consideration by an insider group. This is a neutral event for the company's market performance and does not reflect operational results or strategic shifts.

Positives

• The distributions were made for no consideration, indicating an internal transfer of ownership within the ICONIQ investment structure rather than a market sale, which typically avoids direct downward pressure on the stock price from these specific transactions.

Negatives

• No direct negative implications for ServiceTitan, Inc.'s operational performance or stock valuation are indicated by these internal distributions.

Risks

• The filing itself does not detail specific risks related to ServiceTitan, Inc.'s business or operations. It is a compliance filing for insider ownership changes.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding ServiceTitan, Inc.'s future performance or strategic direction.

Management Comments

• 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 securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of their pecuniary interest therein, if any.
• This 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.

Industry Context

This Form 4 filing represents a routine internal distribution of shares by a private equity/venture capital firm (ICONIQ) to its limited partners and general partners. Such distributions are a common part of the lifecycle for investment funds as they mature their holdings and return capital to investors, rather than an indication of a change in the underlying company's operational performance or market sentiment.

Related Party Transactions

• The distributions of Class A Common Stock were made by ICONIQ Strategic Partners II, L.P. and its related entities to their respective limited partners and general partners for no consideration. These are internal transfers within the ICONIQ investment structure.

Stakeholder Impact

• Shareholders of ServiceTitan, Inc. are not directly impacted by these internal distributions, as they are not open market sales. However, the eventual liquidity of these distributed shares by the recipients could potentially increase the public float over time.
• The limited partners and general partners of ICONIQ Strategic Partners are the direct beneficiaries of these distributions, receiving shares of ServiceTitan, Inc. Class A Common Stock.

Key Dates

Recommendation

This Form 4 reports internal distributions of Class A Common Stock by ICONIQ Strategic Partners and related entities to their limited partners and general partners for no consideration. These are not open market transactions and do not reflect a change in the reporting persons' overall investment thesis or the company's operational performance. Therefore, it provides no new information to warrant a change in investment recommendation for ServiceTitan, Inc. stock.

Keywords

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