Form 4: ServiceTitan President Converts Class B Shares and Sells for Tax Obligations

ServiceTitan President and Director Vahe Kuzoyan converted 25,208 Class B shares to Class A and subsequently sold all of them to cover tax withholding obligations related to RSU vesting.

Summary

• Vahe Kuzoyan, President and Director of ServiceTitan, Inc., converted 25,208 shares of Class B Common Stock into an equal number of Class A Common Stock on June 26, 2025.
• Immediately following the conversion, Kuzoyan sold all 25,208 Class A Common Stock shares in multiple transactions on June 26, 2025, to satisfy tax withholding obligations.
• The sales were executed at weighted average prices ranging from $103.20 to $106.57 per share.
• These sales were mandated 'sell to cover' transactions under ServiceTitan's equity incentive plans and were not discretionary trades by the reporting person.
• The underlying restricted stock units (RSUs) had vested based on service conditions and a liquidity event condition, which was met two weeks after the expiration of the Issuer's initial public offering lock-up period.
• Following these specific transactions, Kuzoyan directly holds 0 Class A Common Stock shares from the converted and sold batch.
• Kuzoyan's beneficial ownership of Class B Common Stock includes 3,607,729 shares held directly and significant indirect holdings through various trusts and a spouse, totaling 6,965,080 shares (354,924 by RA 2023 GRAT, 371,082 by RA 2024 GRAT, 1 by spouse, 5,513,065 by the K-A Family Trust dated December 6, 2021, 354,924 by VK 2023 GRAT, and 371,082 by VK 2024 GRAT).
• A transfer of 3,813,065 Class B common stock shares from direct ownership to the K-A Family Trust dated December 6, 2021, occurred on June 24, 2025, which was exempt from reporting under Rule 16a-13.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there are sales, they are non-discretionary 'sell to cover' transactions for tax purposes, which is a standard practice upon RSU vesting. The underlying event (RSU vesting) is positive, indicating performance milestones were met. The executive also retains significant indirect beneficial ownership.

Positives

• Vesting of restricted stock units indicates the achievement of service-based and liquidity-event conditions, signaling positive company performance milestones.
• The conversion of Class B to Class A shares for the sold portion is a standard process for executive equity compensation.
• Significant remaining indirect beneficial ownership of Class B Common Stock by the reporting person through various trusts and a spouse, totaling 6,965,080 shares, indicates continued alignment with shareholder interests.

Negatives

• The sale of 25,208 Class A Common Stock shares, even if for tax purposes, represents a reduction in the reporting person's direct holdings.

Future Outlook

NA

Management Comments

• Sales are mandated as part of the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a 'sell to cover' transaction and do not represent discretionary trades by the Reporting Person.

Industry Context

NA

Related Party Transactions

• Transfer of 3,813,065 Class B common stock shares from direct ownership to the K-A Family Trust dated December 6, 2021, on June 24, 2025, which was exempt from reporting pursuant to Rule 16a-13.
• Indirect beneficial ownership of Class B Common Stock through RA 2023 GRAT (354,924 shares), RA 2024 GRAT (371,082 shares), spouse (1 share), the K-A Family Trust dated December 6, 2021 (5,513,065 shares), VK 2023 GRAT (354,924 shares), and VK 2024 GRAT (371,082 shares).

Stakeholder Impact

• Shareholders: The 'sell to cover' transactions are a routine part of executive compensation and do not signal a lack of confidence. The executive retains substantial indirect ownership, aligning interests.
• Employees: The RSU vesting indicates successful performance and compensation for the executive, which can be a positive signal for employee incentive programs.

Key Dates

Recommendation

Keywords

ServiceTitan, TTAN, SEC Form 4, Insider Transaction, Stock Sale, Vahe Kuzoyan, Restricted Stock Units, RSU Vesting, Tax Withholding, Class A Common Stock, Class B Common Stock, Beneficial Ownership, Corporate Officer, Director