Form 4: ICONIQ Strategic Partners Plan ServiceTitan Share Distribution

ICONIQ Strategic Partners entities filed a Form 4 detailing planned distributions of ServiceTitan, Inc. Class A Common Stock to their limited partners and general partners for no consideration on September 9, 2025.

Summary

• ICONIQ Strategic Partners II, L.P. reported a planned distribution of 359,020 shares of ServiceTitan Class A Common Stock on September 9, 2025.
• ICONIQ Strategic Partners II-B, L.P. reported a planned distribution of 281,058 shares of ServiceTitan Class A Common Stock on September 9, 2025.
• ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) reported a planned distribution of 147,885 shares of ServiceTitan Class A Common Stock on September 9, 2025.
• ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) reported a planned distribution of 60,368 shares of ServiceTitan Class A Common Stock on September 9, 2025.
• ICONIQ Strategic Partners III, L.P. reported a planned distribution of 73,323 shares of ServiceTitan Class A Common Stock on September 9, 2025.
• ICONIQ Strategic Partners III-B, L.P. reported a planned distribution of 78,346 shares of ServiceTitan Class A Common Stock on September 9, 2025.
• These distributions are planned to be made for no consideration to limited partners and general partners, representing pro rata interests.
• The transactions are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), indicating a pre-planned distribution.
• All planned distributions are in accordance with exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• Following these planned transactions, ICONIQ Strategic Partners II, L.P. will beneficially own 3,603,256 shares directly.
• ICONIQ Strategic Partners II-B, L.P. will beneficially own 2,820,790 shares indirectly.
• ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) will beneficially own 1,484,219 shares indirectly.
• ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) will beneficially own 605,872 shares indirectly.
• ICONIQ Strategic Partners III, L.P. will beneficially own 735,893 shares indirectly.
• ICONIQ Strategic Partners III-B, L.P. will beneficially own 786,307 shares indirectly.
• Other ICONIQ entities (ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST), and ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST2)) will also hold shares, totaling 483,635, 648,606, 247,163, and 111,891 shares respectively, indirectly.
• Divesh Makan will hold 357,747 shares indirectly, including 95,924 shares from these planned distributions.
• Matthew Jacobson will hold 112,158 shares indirectly, including 31,251 shares from these planned distributions.
• Various ICONIQ GP entities and individuals (Makan, Griffith, 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 is a routine disclosure of planned share distributions by a major investor. It is neutral in terms of company performance or strategic direction, reflecting an internal restructuring of ownership rather than a market-driven event.

Positives

• The planned distributions are made for no consideration, indicating a restructuring or internal transfer rather than a market sale.
• The transactions are pre-planned under a Rule 10b5-1(c) plan, demonstrating a structured and compliant approach to share distribution.
• The planned distributions are conducted in accordance with SEC exemptions (Rules 16a-13 and 16a-9), ensuring regulatory compliance.

Negatives

• The planned direct beneficial ownership of the primary reporting person, ICONIQ Strategic Partners II, L.P., will decrease by 359,020 shares following the distribution.
• The planned indirect beneficial ownership of other ICONIQ entities will also decrease due to the distributions.

Future Outlook

The filing details planned distributions of ServiceTitan Class A Common Stock by various ICONIQ Strategic Partners entities on September 9, 2025. These transactions are made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), indicating a pre-scheduled and legally compliant distribution of shares to their limited partners and general partners.

Management Comments

• ICONIQ II GP is the sole general partner of ICONIQ II, ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) and ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series).
• Each of 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 disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his 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.
• Form 1 of 2: Due to the limitations of the SEC's electronic filing system, this Form 4 is being split into two filings to account for the number of Reporting Persons.

Industry Context

This filing represents a routine insider transaction related to the planned distribution of shares by a significant institutional investor (ICONIQ Strategic Partners) to its underlying limited partners. Such distributions are common as private equity or venture capital funds mature and return capital to their investors, often preceding or following a public listing or a liquidity event. It does not directly reflect broader industry trends but is a standard part of the investment lifecycle for such funds.

Related Party Transactions

• The planned distributions of Class A Common Stock are to be made for no consideration to limited partners and general partners of the ICONIQ Strategic Partners entities, which are considered related parties to the distributing funds.

Stakeholder Impact

• Shareholders: The planned distributions will result in a broader dispersion of ServiceTitan shares among the limited partners of ICONIQ Strategic Partners, potentially increasing liquidity over time as these new holders may eventually sell their shares.
• ICONIQ Strategic Partners' Limited Partners: These partners will directly receive shares of ServiceTitan, reflecting a return of capital in kind from their investment in the funds.

Key Dates

Keywords

ServiceTitan, TTAN, ICONIQ Strategic Partners, SEC Form 4, Beneficial Ownership, Share Distribution, Insider Transaction, Class A Common Stock, Private Equity Distribution, Rule 10b5-1