Form 4: ServiceTitan Director and 10% Owner Reports Significant Share Distributions from ICONIQ Funds

William J.G. Griffith, a Director and 10% owner of ServiceTitan, Inc., reported the distribution of over 1.3 million Class A Common Stock shares from various ICONIQ Strategic Partners entities on July 3, 2025, primarily to their limited partners and general partners.

Summary

• William J.G. Griffith, a Director and 10% owner of ServiceTitan, Inc. (TTAN), filed a Form 4 reporting changes in his beneficial ownership of Class A Common Stock.
• On July 3, 2025, several ICONIQ Strategic Partners entities, where Mr. Griffith holds an interest, distributed a total of 1,341,340 shares of ServiceTitan Class A Common Stock for no consideration.
• Specifically, ICONIQ Strategic Partners II, L.P. distributed 567,666 shares, ICONIQ Strategic Partners II-B, L.P. distributed 444,395 shares, 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.
• These distributions were made pro rata to the respective limited partners and general partners of the funds, in accordance with exemptions under Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• Following these transactions, Mr. Griffith's indirect beneficial ownership through various ICONIQ Strategic Partners funds totals 12,618,549 shares of Class A Common Stock.
• Mr. Griffith also directly beneficially owns 261,954 shares of Class A Common Stock, which includes 127,205 shares received from the aforementioned distributions through his family trust and another estate planning trust.
• The reporting person disclaims beneficial ownership of the reported securities for Section 16 purposes, except to the extent of his pecuniary interest therein.

Sentiment

Score: 5

Explanation: The filing is a standard Form 4 reporting a change in beneficial ownership structure due to pro-rata distributions from investment funds, which is a neutral event for the company's operational performance and does not indicate a positive or negative sentiment.

Positives

• The distributions were made for no consideration, indicating a pro-rata distribution to fund partners rather than a sale by the reporting person.
• The transactions were conducted in accordance with SEC rules 16a-13 and 16a-9, demonstrating compliance with regulatory requirements.

Negatives

• The filing does not indicate any direct acquisition of shares by the reporting person, but rather a change in the structure of indirect holdings through distributions.

Risks

• The reporting person disclaims beneficial ownership of the securities reported, except to the extent of his pecuniary interest, which is a standard legal disclaimer for fund managers and does not imply a specific risk to the company.

Future Outlook

This Form 4 filing pertains to insider ownership changes and does not provide any forward-looking statements or guidance regarding ServiceTitan's future financial performance or strategic outlook.

Management Comments

• The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
• This report shall not be deemed an admission that the Reporting Person 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 filing is a routine insider transaction report specific to ServiceTitan, Inc. and its affiliated investment funds. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Distributions of Class A Common Stock were made from various ICONIQ Strategic Partners entities (ICONIQ Strategic Partners II, L.P., 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)), which are affiliated with the reporting person, William J.G. Griffith, who is a Director and 10% owner of ServiceTitan, Inc. These distributions were pro-rata to the funds' partners for no consideration.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding the beneficial ownership structure of a significant insider and affiliated investment funds. The distributions represent a change in the indirect holding structure rather than a sale into the open market.
• Investment Funds' Limited Partners: These distributions directly impact the limited partners of the ICONIQ Strategic Partners funds, as they receive their pro-rata interest in ServiceTitan shares.

Key Dates

Keywords

ServiceTitan, TTAN, SEC Form 4, insider transaction, beneficial ownership, William J.G. Griffith, ICONIQ Capital, Class A Common Stock, share distribution, corporate governance