ServiceTitan CEO Sells $14.1M in Stock Under 10b5-1 Plan
ServiceTitan, Inc.
Filing Summary
ServiceTitan CEO Sells $14.1M in Stock Under 10b5-1 Plan
Company: ServiceTitan, Inc. (TTAN) Form: 4 | Filed: 2025-12-11 Significance: Medium
Insider: Mahdessian Ara Title: Chief Executive Officer | Relationship: Director, Officer
Transaction: • Type: Sell (Aggregated) • Shares: 131,191 Class A Common Stock • Avg. Price: ~$107.33 • Value: $14,081,087 • Owned After (Class A in Trust): 0
Key Insight: The CEO sold over $14 million in stock over two days. The sales were conducted under a pre-arranged 10b5-1 trading plan, which mitigates the negative signal typically associated with insider selling.
Market Context: The total sale represents approximately 0.17% of ServiceTitan's $8.3 billion market capitalization. The insider converted Class B shares to Class A for the sale and retains a substantial holding of over 8 million Class B shares.
Comprehensive Analysis
SEC Filing Analysis: ServiceTitan, Inc. (TTAN)
Executive Summary
- Trading Significance: Medium
- Key Takeaway: ServiceTitan's CEO, Ara Mahdessian, sold a total of 131,191 shares of Class A Common Stock for approximately $14.1 million across two days. The transactions were executed under a pre-established Rule 10b5-1 trading plan.
- Market Impact: The sale's impact is likely neutral. While the absolute dollar amount is large, it represents a very small fraction of the company's market capitalization and was pre-scheduled, indicating it's likely for personal financial planning rather than a reaction to company performance.
Company Information
| Field | Value |
|---|---|
| Company | ServiceTitan, Inc. |
| Ticker Symbol | TTAN |
| CIK | 0001638826 |
| Industry | SERVICES-PREPACKAGED SOFTWARE |
Insider Information
| Field | Value |
|---|---|
| Name | Mahdessian Ara |
| CIK | 0001908788 |
| Title/Position | Chief Executive Officer |
| Relationship | Director, Officer |
Transaction Details
This filing reports a series of transactions involving the conversion of Class B stock to Class A, followed by the sale of the Class A stock. The details below aggregate the sales.
| Field | Value |
|---|---|
| Form Type | 4 |
| Transaction Date | 2025-12-10 & 2025-12-11 |
| Transaction Code | S (Sale), C (Conversion) |
| Security Type | Class A Common Stock |
| Shares Involved | 131,191 (Sold) |
| Price Per Share | ~$107.33 (Weighted Average) |
| Total Value | $14,081,087 |
| Shares Owned After | 0 (Class A shares in the specific trust) |
| Ownership Type | Indirect (By the AMKE Trust dated February 1, 2019) |
Financial Impact Assessment
Transaction Materiality
| Metric | Value |
|---|---|
| Transaction Value | $14,081,087 |
| % of Market Cap | 0.17% |
| Shares Transacted | 131,191 |
| % of Shares Outstanding | Not Available |
| Post-Transaction Ownership | The insider still holds over 8.8 million Class B shares directly and indirectly. |
| Materiality Assessment | Moderate |
Impact Evaluation
- Market Cap Context: The $14.1 million sale is not financially material for a company with an $8.3 billion market capitalization, representing just 0.17% of its value.
- Ownership Concentration: While the sale liquidated the Class A shares held in this specific trust, the CEO retains a very significant ownership stake through more than 8.8 million shares of Class B Common Stock held directly and through other trusts. This sale represents a very small fraction of his total economic interest in the company.
- Dilution Impact: Not applicable, as this was a secondary sale of existing shares, not an issuance of new equity.
- Transaction Significance: The significance is moderate. The high-profile seller (CEO) and large absolute value are tempered by the sale being a small percentage of the market cap and executed under a 10b5-1 plan, which reduces its signaling value.
Market Impact Analysis
Stock Impact Prediction
- Direction: Neutral
- Reasoning: Pre-planned sales under a 10b5-1 plan are generally viewed by the market as liquidity or diversification events for insiders, not as a negative commentary on the company's future prospects. The sale's small size relative to the market cap further supports a neutral outlook.
Volume & Sentiment
- Expected Volume Impact: A minor, short-term increase in trading volume may be observed, but the trades are unlikely to significantly impact overall liquidity or price trends.
- Sentiment Indicator: Neutral. The context of the 10b5-1 plan effectively neutralizes the potentially bearish sentiment of a CEO selling shares.
Investment Insights
Positive Market Indicators
- The insider retains a massive ownership stake in the company via Class B shares, indicating continued alignment with long-term shareholder interests.
Risk Factors
- Any large sale by a C-level executive can be perceived negatively if the context is ignored. The primary risk is a misinterpretation of this planned sale as a lack of confidence.
Key Takeaways
- Planned Liquidity Event: This is a textbook example of a high-level executive using a Rule 10b5-1 plan to systematically monetize a small portion of their holdings for financial planning.
- Not a Bearish Signal: The pre-scheduled nature of the sale and the insider's vast remaining holdings suggest this is not a signal of poor future performance.
- Dual-Class Structure in Action: The filing illustrates the mechanics of a dual-class stock structure, where insiders convert super-voting or non-trading shares (Class B) into publicly tradable shares (Class A) to sell on the open market.
Additional Context
Transaction Notes
- Special Circumstances: As noted in Footnote F2, all sales were made pursuant to a Rule 10b5-1 trading plan adopted on April 15, 2025. This plan was established months before the transactions occurred.
Important Disclaimer
This analysis is for informational and educational purposes only and is NOT investment advice.
The information presented is based on publicly available SEC filings and should not be construed as a recommendation to buy, sell, or hold any securities. Past performance does not guarantee future results. All investments carry risk, including the potential loss of principal.
Always consult with a qualified financial advisor before making any investment decisions.
Data Sources:
- SEC EDGAR Filings (Official)
- Analysis Generated: 2025-12-12
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This post is automated and based on publicly available SEC EDGAR filings. All data is sourced directly from official SEC databases.
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⚠️ Important Disclaimer
This analysis is based on PUBLIC SEC data and is provided for educational and informational purposes ONLY. This is NOT investment advice, financial advice, or a recommendation to buy, sell, or hold any securities. The information presented should not be construed as a recommendation to take any action regarding any securities.
Past performance does not guarantee future results. All investments carry risk, including the potential loss of principal. Please consult with a qualified financial advisor before making any investment decisions.
