S-8

 

As filed with the Securities and Exchange Commission on March 25, 2026

Registration No. 333-   

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

ServiceTitan, Inc.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

26-0331862

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

800 N. Brand Blvd., Suite 100

Glendale, California

(Address of principal executive offices, including zip code)

 

2024 Incentive Award Plan

2024 Employee Stock Purchase Plan

(Full titles of the plans)

 

Ara Mahdessian

Chief Executive Officer

800 N. Brand Blvd.

Suite 100

Glendale, California 91203

(855) 899-0970

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Tad J. Freese

Sarah B. Axtell

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

(650) 328-4600

 

Dave Sherry

Olive Huang

Travis Shrout

ServiceTitan, Inc.

800 N. Brand Blvd.

Suite 100

Glendale, California 91203

(855) 899-0970

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

 


EXPLANATORY NOTE

ServiceTitan, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 7,214,883 additional shares of the Registrant’s Class A common stock, par value $0.001 per share (“Common Stock”), consisting of (i) 6,013,289 shares of Common Stock issuable under the Registrant’s 2024 Incentive Award Plan (the “2024 Plan”) and (ii) 1,201,594 shares of Common Stock issuable under the Registrant's 2024 Employee Stock Purchase Plan (the “ESPP” and, together with the 2024 Plan, the “Plans”), for which registration statements of the Registrant on Form S-8 (File Nos. 333-283742 and 333-286329) (the “Prior Registration Statements”) are effective.

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock issuable under the Plans, are incorporated herein by reference and made part of this Registration Statement, to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

(1)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the Commission on March 25, 2026 (the “Annual Report”);
(2)
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed); and
(3)
The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-42434) filed with the Commission on December 9, 2024, pursuant to Section 12(b) of the Exchange Act, as updated in the exhibit titled “Description of Our Securities” filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on April 1, 2025, as well as any additional amendments or reports filed for the purpose of updating such description.

All reports and documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such reports and documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or


deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

 

Exhibit

Number

Exhibit Description

Incorporated by Reference

 

 

 

Form

File No.

Exhibit

Filing Date

 

 

 

 

 

 

  4.1

Amended and Restated Certificate of Incorporation of the Registrant, as amended.

8-K

001-42434

3.1

12/13/2024

 

 

 

 

 

 

  4.2

Amended and Restated Bylaws of the Registrant.

8-K

001-42434

3.2

12/13/2024

 

 

 

 

 

 

 

 

 

 

 

  4.3

Form of Class A common stock certificate of the Registrant.

S-1

333-283296

4.2

 

11/18/2024

 

 

 

 

 

 

  5.1*

Opinion of Latham & Watkins LLP.

 

 

 

 

 

 

 

 

 

 

 23.1*

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

 

 

 

 

 

 

 

 

 

 

 23.2*

Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto).

 

 

 

 

 

 

 

 

 

 

 24.1*

Power of Attorney (included on the signature page hereto).

 

 

 

 

 

 

 

 

 

 

 99.1#

ServiceTitan, Inc. 2024 Incentive Award Plan and related form agreements.

10-K

 

001-42434

 

10.2

3/25/2026

 

 

 

 

 

 

 

 

 

 

 

 99.2#

ServiceTitan, Inc. 2024 Employee Stock Purchase Plan and related form agreements.

 10-K

001-42434

10.3

3/25/2026

 

 

 

 

 

107.1*

Filing Fee Table.

 

 

 

 

 

* Filed herewith.

# Indicates management contract or compensatory plan.


 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on March 25, 2026.

 

SERVICETITAN, INC.

By:

/s/ Ara Mahdessian

 

Ara Mahdessian

 

Chief Executive Officer

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ara Mahdessian, Vahe Kuzoyan and Dave Sherry, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

Title

Date

 

 

 

/s/ Ara Mahdessian

Ara Mahdessian

Chief Executive Officer and Director

(Principal Executive Officer)

March 25, 2026

 

 

 

/s/ Dave Sherry

Dave Sherry

Chief Financial Officer

(Principal Financial Officer)

March 25, 2026

 

 

 

/s/ Michele O’Connor

Michele O’Connor

Chief Accounting Officer

(Principal Accounting Officer)

March 25, 2026

 

 

 

/s/ Vahe Kuzoyan

Vahe Kuzoyan

President and Director

March 25, 2026

 

 

 

/s/ Nina Achadjian

Nina Achadjian

Director

March 25, 2026

 

 

 

/s/ Michael Brown

Michael Brown

Director

March 25, 2026

 

 

 

/s/ Tim Cabral

Tim Cabral

Director

March 25, 2026

 

 

 

 

 

/s/ Byron Deeter

Byron Deeter

 

Director

 

March 25, 2026

 

 

 

 

 

/s/ Ilya Golubovich

Ilya Golubovich

 

Director

 

March 25, 2026

 

 

 

 

 

/s/ William Griffith

William Griffith

 

Director

 

March 25, 2026

/s/ William Hsu

William Hsu

 

Director

 

March 25, 2026

 

 


EX-5.1

Exhibit 5.1

 

140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

 

https://cdn.kscope.io/8c51a6238fecdcf0a51e156b1245d3ec-img175645159_0.jpg

 

 

 

 

March 25, 2026

 

 

 

 

 

ServiceTitan, Inc.

800 N. Brand Blvd., Suite 100

Glendale, California 91203

Austin

Beijing

Boston

Brussels

Chicago

Dubai

Düsseldorf

Frankfurt

Hamburg

Hong Kong

Houston

London

Los Angeles

Madrid

Milan

Munich

New York

Orange County

Paris

Riyadh

San Diego

San Francisco

Seoul

Hamburg Silicon Valley

Singapore

Tel Aviv

Tokyo

Washington, D.C.

 

 

 

 

 

 

Re: Registration Statement on Form S-8

 

To the addressee set forth above:

 

We have acted as special counsel to ServiceTitan, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to an aggregate of 7,214,883 additional shares of Class A common stock, $0.001 par value per share (the “Shares”) consisting of (i) 6,013,289 shares of Common Stock which may be issued pursuant to the Company’s 2024 Incentive Award Plan (the “2024 Plan”) and (ii) 1,201,594 shares of Common Stock which may be issued pursuant to the Company’s 2024 Employee Stock Purchase Plan (the “ESPP”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein

 

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March 25, 2026

Page 2

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only as to the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration of not less than par value in the circumstances contemplated by the 2024 Plan and the ESPP, as applicable, assuming in each case that the individual issuances, grants or awards under the 2024 Plan and the ESPP are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the 2024 Plan and the ESPP, as applicable (and the agreements duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and such Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

 

/s/ Latham & Watkins LLP

 

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EX-23.1


Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ServiceTitan, Inc. of our report dated March 25, 2026 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in ServiceTitan, Inc.'s Annual Report on Form 10-K for the year ended January 31, 2026.

 

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

March 25, 2026

 


EX-FILING FEES
false0001638826N/AfalseEX-FILING FEESClass A common stock reserved for issuance pursuant to awards under the Registrant's 2024 Employee Stock Purchase Plan (the "ESPP")Class A common stock reserved for issuance pursuant to awards under the Registrant's 2024 Incentive Award Plan (the "2024 Plan")000163882622026-03-252026-03-2500016388262026-03-252026-03-25000163882612026-03-252026-03-25xbrli:purexbrli:sharesiso4217:USD

 

Exhibit 107.1

Calculation of Filing Fee Table

Form S-8

(Form Type)

ServiceTitan, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Security
Type

Security Class Title

Fee
Calculation
Rule

Amount

Registered(1)

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration
Fee

Equity

Class A common stock reserved for issuance pursuant to awards under the Registrant’s 2024 Employee Stock Purchase Plan (the “ESPP”)

457(h)

1,201,594 (2)

$56.31(3)

$67,661,758.14

$138.10 per $1,000,000

$9,344.09

Equity

Class A common stock reserved for issuance pursuant to awards under the Registrant’s 2024 Incentive Award Plan (the “2024 Plan”)

457(h)

6,013,289 (4)

$66.25(5)

$398,380,396.25

$138.10 per $1,000,000

$55,016.33

Total Offering Amounts

$466,042,154.39

 

$64,360.42

Total Fee Offsets(6)

 

 

N/A

Net Fee Due

 

 

$64,360.42

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (“Registration Statement”) shall also cover any additional shares of Class A common stock (the “Common Stock”) that become issuable under the 2024 Plan and the ESPP, by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that results in an increase to the number of outstanding shares of Common Stock.
(2)
Represents additional shares of the Registrant’s Common Stock available for issuance under the ESPP pursuant to its terms.
(3)
The offering price per unit and in the aggregate are estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee, based on the average of the high and low sales prices of the Common Stock reported on the Nasdaq Global Select Market on March 24, 2026, multiplied by 85%, which is the percentage of the price per share applicable to purchasers under the ESPP.
(4)
Represents additional shares of the Registrant’s Common Stock available for issuance under the 2024 Plan pursuant to its terms.
(5)
The offering price per unit and in the aggregate are estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee, based on the average of the high and low sales prices of the Common Stock reported on the Nasdaq Global Select Market on March 24, 2026.
(6)
The Registrant does not have any fee offsets.