Form 4: ServiceTitan Director's Affiliated Funds Divest Over 137,000 Class A Common Shares
Summary
- Byron B. Deeter, a Director and 10% owner of ServiceTitan, Inc. (TTAN), filed a Form 4 disclosing transactions by affiliated entities.
- On June 25, 2025, Bessemer Venture Partners VIII L.P. (BVP VIII), Bessemer Venture Partners VIII Institutional L.P. (BVP VIII Inst), and 15 Angels II LLC (collectively, the 'Bessemer Funds') sold a combined total of 12,543 shares of ServiceTitan Class A Common Stock.
- Specifically, BVP VIII sold 5,559 shares, BVP VIII Inst sold 6,685 shares, and 15 Angels II sold 299 shares on June 25, 2025.
- On June 26, 2025, the Bessemer Funds sold an additional combined total of 125,000 shares of ServiceTitan Class A Common Stock.
- This second transaction included 55,400 shares from BVP VIII, 66,625 shares from BVP VIII Inst, and 2,975 shares from 15 Angels II.
- Following these transactions, the Reporting Person's direct beneficial ownership of Class A Common Stock is 0 shares.
- The Reporting Person holds an indirect, passive economic interest in the shares held by the Bessemer Funds through his interest in Deer VIII & Co. L.P. (the general partner) and other limited partnership interests.
- The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer Funds, except to the extent of his pecuniary interest.
- The Reporting Person also holds 1,891 shares of Class A Common Stock received from equity grants, which he has agreed to assign to Deer Management Co, LLC.
Sentiment
Score: 3
Explanation: The sentiment is negative due to the significant sale of shares by entities affiliated with a director and 10% owner, which is typically interpreted as a bearish signal, despite the disclaimer of beneficial ownership.
Negatives
- Significant sale of shares by investment funds affiliated with a director and 10% owner, which can be perceived negatively by the market as a lack of confidence.
- The reporting person's direct beneficial ownership of Class A Common Stock is now 0 shares following these transactions.
Risks
- Potential negative market reaction to the sale of a large block of shares by an insider-affiliated entity.
- Perception of reduced insider alignment with shareholder interests due to the divestment.
Future Outlook
This document, a Form 4, reports insider transactions and does not provide forward-looking statements or guidance regarding the company's future performance.
Industry Context
This Form 4 filing details an insider transaction, specifically the sale of shares by investment funds associated with a director and significant shareholder. Such transactions are common in the venture capital and private equity space as funds manage their portfolios, but they are closely watched by the market for signals regarding company valuation and future prospects.
Stakeholder Impact
- Shareholders may interpret the insider-affiliated selling as a negative signal, potentially leading to decreased investor confidence and downward pressure on the stock price.
- The transactions reflect portfolio management decisions by the Bessemer Funds, which may not directly impact employees, customers, suppliers, or creditors in the short term, but could influence long-term perception of the company's stability and growth prospects.
Related Party Transactions
- Sales of 137,543 shares of Class A Common Stock by Bessemer Venture Partners VIII L.P., Bessemer Venture Partners VIII Institutional L.P., and 15 Angels II LLC, where the reporting person (Byron B. Deeter) has an indirect economic interest.
- Assignment of 1,891 shares of Class A Common Stock received from equity grants by the Reporting Person to Deer Management Co, LLC.
Key Dates
- 06/25/2025: Date of first reported transaction where Bessemer Funds sold 12,543 shares of Class A Common Stock.
- 06/26/2025: Date of second reported transaction where Bessemer Funds sold 125,000 shares of Class A Common Stock.
- 06/27/2025: Date the Form 4 filing was signed and submitted.
Keywords
Filings with Classifications
Insider Trading Report
- A 10% owner and director, Bessemer Venture Partners, sold a substantial number of shares (225,277 shares) of ServiceTitan Class A Common Stock.
- Insider selling, especially by a significant holder, is generally perceived as a negative signal by the market, suggesting that the insider may believe the stock is fully valued or that better investment opportunities exist elsewhere.
Insider Transaction Report
- Funds affiliated with a Director and 10% Owner, Byron B. Deeter, divested a substantial number of shares (225,277 shares) of ServiceTitan Class A Common Stock across two transactions. While the sales were by the funds and not directly by the individual, such significant sales by an affiliated entity of a major shareholder can be interpreted as a negative signal by the market.
Insider Trading Report
- The document details significant insider selling by Bessemer Venture Partners, a 10% owner and director of ServiceTitan, Inc. Insider selling is generally perceived as a negative signal by the market, suggesting that a key stakeholder is reducing their exposure to the company's stock.
Insider Transaction Report
- The sale of 137,543 shares by entities affiliated with a director and 10% owner is generally viewed as a negative signal by investors, suggesting a potential lack of confidence or a move to realize gains, which can put downward pressure on the stock price.
Insider Transaction Report
- A significant sale of 500,000 shares by a 10% owner and director, Bessemer Venture Partners, could signal a lack of confidence or a strategic portfolio rebalancing, potentially leading to negative market perception.
Quarterly Report
- The company states, "We may be required to seek additional equity or debt financing."
- It notes that future capital requirements will depend on various factors, including business challenges, product enhancements, infrastructure improvements, and potential acquisitions.
- The company evaluates financing opportunities and acknowledges that obtaining additional financing on acceptable terms may not always be possible.
Quarterly Report
- Revenue growth of 27% significantly outpaced the prior year's comparable period.
- Net loss decreased by $9.7 million, indicating improved financial performance.
- Gross profit increased by 40%, and gross margins improved across the board, reflecting operational efficiencies.
- Net cash used in operating activities decreased, and non-GAAP free cash flow improved, showing better cash management.
- Gross Transaction Volume (GTV) increased by $3.2 billion, and the net dollar retention rate remained strong at over 110%, indicating robust customer adoption and expansion.
Quarterly Financial Results
- Total revenue grew 27% year-over-year to $215.7 million, exceeding the prior year's growth rate.
- Non-GAAP income from operations significantly increased to $16.2 million from $3.3 million in the prior year, indicating substantial improvement in core profitability.
- Non-GAAP operating margin improved to 7.5% from 1.9% year-over-year, reflecting enhanced operational efficiency.
- GAAP loss from operations decreased to $(49.5) million from $(53.4) million, showing a reduction in overall losses.
- Net cash used in operating activities improved to $(14.6) million from $(19.2) million, indicating a reduced cash burn.
Annual Results
- The company's net loss increased from $195.1 million in fiscal year 2024 to $239.1 million in fiscal year 2025.
Earnings Release
- The company's revenue growth exceeded expectations, with a 29% increase in Q4 and a 26% increase for the full year.
- Non-GAAP profitability improved significantly, with a shift from a loss to income from operations for both Q4 and the full year.
- Net dollar retention remained high, indicating strong customer satisfaction and upselling opportunities.
Quarterly Report
- The net loss increased from $39.7 million to $46.5 million year-over-year.
Earnings Release
- The company's non-GAAP income from operations turned positive, indicating improved profitability.
- Net cash generated from operating activities significantly increased, showcasing better cash management.
- Non-GAAP free cash flow improved, reflecting stronger financial health.
S-1/A Filing
- ServiceTitan is conducting an initial public offering of its Class A common stock.
- The company intends to use approximately $310.6 million of the net proceeds from this offering to redeem all outstanding shares of its non-convertible preferred stock.
- The remaining net proceeds will be used for general corporate purposes, including working capital, operating expenses, and capital expenditures.
- The company may also use a portion of the net proceeds to acquire or invest in businesses, products, services, or technologies.
S-1/A Filing
- The company's loss from operations increased by approximately 20% to 26% for the three months ended October 31, 2024 compared to the three months ended October 31, 2023.
S-1/A Filing
- The company is conducting an initial public offering of shares of its Class A common stock.
- The company plans to use approximately $310.6 million of the net proceeds from this offering to redeem all outstanding shares of its non-convertible preferred stock.
- The remaining net proceeds will be used for general corporate purposes, including working capital, operating expenses and capital expenditures.
- The company may also use a portion of the net proceeds to acquire or invest in businesses, products, services or technologies.
S-1/A Filing
- The company has a history of losses and may not be able to achieve or sustain profitability in the future.
S-1 Filing
- ServiceTitan has filed an S-1 registration statement for its initial public offering.
- The company intends to use approximately $ million of the net proceeds from this offering to redeem all outstanding shares of its non-convertible preferred stock.
- The remaining net proceeds will be used for general corporate purposes, including working capital, operating expenses and capital expenditures.
- The company may also use a portion of the net proceeds to acquire or invest in businesses, products, services or technologies.
S-1 Filing
- The company experienced a net loss of $195.1 million for fiscal year 2024, which is worse than expected for a company of this size.
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