Form 4: ICONIQ Strategic Partners Execute Pre-Planned Sale of ServiceTitan Class A Common Stock

ICONIQ Strategic Partners V, L.P. and related entities, including directors Divesh Makan and Matthew Jacobson, reported the sale of ServiceTitan, Inc. Class A Common Stock totaling 90,917 shares on July 9, 2025, under pre-arranged 10b5-1 plans.

Summary

• ICONIQ Strategic Partners V, L.P., a 10% owner and director of ServiceTitan, Inc. (TTAN), reported the sale of Class A Common Stock.
• On July 9, 2025, ICONIQ Strategic Partners V, L.P. directly disposed of 73 shares at a weighted average price of $108.0019, 24,954 shares at $109.8468, and 13,808 shares at $110.2635.
• On the same date, ICONIQ Strategic Partners V-B, L.P. indirectly disposed of 97 shares at a weighted average price of $108.0019, 33,454 shares at $109.8468, and 18,531 shares at $110.2635.
• The total number of shares sold by ICONIQ Strategic Partners V, L.P. (direct) and ICONIQ Strategic Partners V-B, L.P. (indirect) on July 9, 2025, was 90,917 shares.
• Following these transactions, ICONIQ Strategic Partners V, L.P. directly holds 483,635 shares, and ICONIQ Strategic Partners V-B, L.P. indirectly holds 648,606 shares.
• Other ICONIQ entities and individuals (Divesh Makan and Matthew Jacobson) continue to hold significant indirect beneficial ownership in ServiceTitan Class A Common Stock, totaling over 9.7 million shares across various funds and trusts.
• The transactions were made pursuant to a Rule 10b5-1(c) pre-planned contract, instruction, or written plan for the sale of equity securities.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can be perceived negatively, the explicit mention of a 10b5-1 plan mitigates concerns that the sales are based on new, negative information, suggesting a pre-planned liquidity event.

Positives

• The reported sales were conducted under a Rule 10b5-1(c) plan, indicating pre-scheduled transactions rather than a reaction to new, adverse information about the company.

Negatives

• Significant insider selling by a 10% owner and director, even if pre-planned, can sometimes be perceived negatively by the market as it reduces the insider's stake in the company.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding ServiceTitan's future performance or outlook.

Management Comments

• ICONIQ Strategic Partners II GP, L.P., ICONIQ Strategic Partners II Parent GP, ICONIQ Strategic Partners III GP, L.P., ICONIQ Strategic Partners III Parent GP, ICONIQ Strategic Partners V GP, L.P., ICONIQ Strategic Partners V Parent GP, and Messrs. Makan, Griffith, and Jacobson disclaim beneficial ownership of the reported securities for Section 16 purposes, except to the extent of their pecuniary interest therein.
• Divesh Makan disclaims beneficial ownership of shares held by his family trust and another estate planning trust, except to the extent of his pecuniary interest.
• Matthew Jacobson disclaims beneficial ownership of shares held by a trust of which he is a trustee, except to the extent of his pecuniary interest.

Industry Context

This Form 4 filing is specific to insider transactions and does not provide broader industry context or trends for the software or home services technology sector.

Stakeholder Impact

• Shareholders may observe the reduction in beneficial ownership by a significant institutional investor and director, which could influence sentiment, though the 10b5-1 plan context should temper negative interpretations.

Key Dates

Recommendation

Keywords

ServiceTitan, TTAN, SEC Form 4, Insider Trading, Stock Sale, Beneficial Ownership, ICONIQ Strategic Partners, 10b5-1 Plan, Director Sales