Form 4: ServiceTitan CEO Sells Shares Under Pre-Planned 10b5-1

ServiceTitan CEO Ara Mahdessian sold Class A Common Stock totaling 85,332 shares over two days in September 2025, pursuant to a pre-arranged 10b5-1 trading plan.

Summary

• Ara Mahdessian, Chief Executive Officer and Director of ServiceTitan, Inc. (TTAN), reported transactions involving the conversion and sale of company stock.
• On September 9, 2025, 42,666 shares of Class B Common Stock were converted into Class A Common Stock.
• On September 9, 2025, a total of 42,666 shares of Class A Common Stock were sold at weighted average prices ranging from $116.91 to $119.78.
• On September 10, 2025, another 42,666 shares of Class B Common Stock were converted into Class A Common Stock.
• On September 10, 2025, a total of 42,666 shares of Class A Common Stock were sold at weighted average prices ranging from $114.39 to $118.76.
• All reported sales were executed under a Rule 10b5-1 trading plan that was adopted on April 15, 2025.
• Following these transactions, the reporting person indirectly holds 4,683,017 shares of Class B Common Stock via the AMKE Trust and directly holds 3,289,741 shares of Class B Common Stock, with additional indirect holdings through various GRATs.

Sentiment

Score: 5

Explanation: The transactions represent significant insider selling by the CEO. However, the sales were conducted under a pre-arranged 10b5-1 trading plan, which mitigates the negative signal typically associated with insider sales, as they are not indicative of new, negative information about the company. This results in a neutral sentiment.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned liquidity event rather than a reaction to new, negative information about the company.

Negatives

• Significant insider selling by the CEO, totaling 85,332 shares of Class A Common Stock over two days, could be perceived negatively by some investors, despite being pre-planned.

Risks

• Investor perception of insider selling, even if pre-planned, could lead to negative sentiment or downward pressure on the stock price.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The transactions involve Ara Mahdessian, the CEO, and shares held indirectly through the AMKE Trust and various Grantor Retained Annuity Trusts (GRATs), which are considered related parties to the reporting person.

Stakeholder Impact

• Shareholders: May view the CEO's stock sales with caution, although the pre-arranged 10b5-1 plan provides context that these were planned liquidity events rather than a reaction to new company developments.

Key Dates

Recommendation

While significant insider selling by the CEO could be a negative signal, the fact that these sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted months prior (April 15, 2025) suggests a planned liquidity event rather than a reaction to new, adverse company developments. Therefore, this filing alone does not warrant a change in investment thesis, and a 'hold' recommendation is appropriate, pending further fundamental analysis of ServiceTitan's business performance.

Keywords

ServiceTitan, TTAN, Insider Trading, Form 4, Stock Sale, CEO, Ara Mahdessian, 10b5-1 Plan, Class A Common Stock, Class B Common Stock