UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

SERVICETITAN, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

SERVICETITAN, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 12:00 PM PT on Wednesday, June 17, 2026

Dear Stockholders of ServiceTitan, Inc.:

We cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of ServiceTitan, Inc., a Delaware corporation, which will be held virtually on Wednesday, June 17, 2026, at 12:00 PM (U.S. Pacific Time). You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/TTAN2026, where you will be able to listen to the meeting live, submit questions and vote your shares online during the meeting, just as you could at an in-person meeting.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

Our board of directors has fixed the close of business on April 22, 2026 (U.S. Eastern Time) as the record date (the “Record Date”) for the Annual Meeting. Only stockholders of record on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending the date prior to the date of the Annual Meeting at our principal executive offices at 800 N. Brand Blvd., Suite 100, Glendale, California 91203. Further information regarding voting rights, the matters to be voted upon and instructions to attend the Annual Meeting is presented in the accompanying proxy statement.

The Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “Annual Report”) is first being mailed on or about May 5, 2026 to all stockholders entitled to vote at the Annual Meeting. The accompanying proxy statement and our Annual Report can be accessed by visiting www.proxyvote.com. You will be asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials to attend the Annual Meeting.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on attending the Annual Meeting or voting your shares, please refer to the section titled “Questions and Answers About Our Proxy Materials and the Annual Meeting” in this proxy statement. Returning the proxy does not deprive you of your right to attend the Annual Meeting or to vote your shares at the Annual Meeting.

We appreciate your continued support.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, JUNE 17, 2026

This Notice and Proxy Statement and the Annual Report are available at http://www.proxyvote.com

TABLE OF CONTENTS

EXECUTIVE SUMMARY

This summary highlights information regarding the 2026 annual meeting of stockholders of ServiceTitan, Inc., a Delaware corporation (referred to herein as the “Company,” “ServiceTitan,” “we,” “us” or “our”) contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. Throughout this proxy statement, we refer to our 2026 annual meeting of stockholders (and any adjournments, continuations, or postponements thereof) as the “Annual Meeting.”

Information about our 2026 Annual Meeting of Stockholders

Date and Time: Wednesday, June 17, 2026, at 12:00 PM PT.

Location: The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/TTAN2026, where you will be able to listen to the meeting live, submit questions, and vote your shares online during the meeting.

Record Date: April 22, 2026. Only holders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment, continuation or postponement of the annual meeting. At the close of business on the Record Date, there were 82,736,786 shares of our Class A common stock outstanding and 12,651,154 shares of Class B common stock outstanding. Each share of Class A common stock is entitled to one vote on each proposal, and each share of Class B common stock is entitled to 10 votes on each proposal.

The Notice of Annual Meeting and this Proxy Statement are first being distributed or made available, as the case may be, on or about May 5, 2026 to our stockholders of record as of the close of business on the Record Date.

Voting Matters

We will also transact such other business as may properly come before the Annual Meeting. As of the date this proxy statement went to print, we have not received notice of any such business.

Information contained on or accessible through our website is not incorporated by reference in this proxy statement, and references to our website address in this proxy statement are inactive textual references only.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

We are committed to having sound corporate governance principles. Our business affairs are managed under the direction of our board of directors, which is currently composed of nine members. Each of our current directors, other than Messrs. Mahdessian and Kuzoyan, is independent within the meaning of the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”). Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth the names, ages as of May 5, 2026, and certain other information for each of the members of our board of directors with terms expiring at the Annual Meeting, who are also nominees for election as a director at the Annual Meeting, and for each of the other current members of our board of directors.

* Lead Independent Director

Director Nominees

Michael Brown. Michael Brown has served as a member of our board of directors since February 2018. Mr. Brown is a General Partner at Battery Ventures, a global venture capital and private equity firm, which he joined in December 1998, and he currently serves on the boards of directors of several privately held companies. Mr. Brown was previously a member of the High Technology Group at Goldman Sachs & Co., a global investment bank, from 1996 until 1998 and worked as a Financial Analyst within Goldman’s Financial Institutions Group from 1994 until 1996. Mr. Brown previously served as the chair of the National Venture Capital Association from June 2021 to June 2022, and holds a B.S. in Finance and International Business from Georgetown University.

Mr. Brown was selected to serve on our board of directors because of his extensive experience in the venture capital industry, his knowledge of the technology industry, and his experience serving as a director of various publicly and privately held technology companies.

Byron Deeter. Byron Deeter has served as a member of our board of directors since March 2015. Since April 2005, Mr. Deeter has served as a Partner of Bessemer Venture Partners, a venture capital and private equity investment firm. From April 2004 to April 2005, Mr. Deeter served as a Business Development & Market Development Executive at International Business Machines Corporation, or IBM, a technology and consulting company. From December 1999 to April 2004, Mr. Deeter served in several roles at Trigo Technologies, Inc., a product information management company, which was acquired by IBM in 2004, including co-founder, President, Chief Executive Officer and Vice President of Business Development. Prior to this, Mr. Deeter served as an Associate at TA Associates, a private equity firm, and as an Analyst at McKinsey & Company, a business consulting firm. Mr. Deeter served on the board of directors of Twilio, Inc., a publicly traded cloud communications platform as a service company, from November 2010 to April 2024, and also currently serves on the boards of directors of several privately held companies. He previously served on the board of directors of SendGrid, Inc., a publicly traded customer communication platform, from January 2012 until February 2019, prior to SendGrid’s acquisition by Twilio, in addition to several other publicly traded and privately held companies. Mr. Deeter holds a B.A. in Political Economy from the University of California, Berkeley.

Mr. Deeter was selected to serve on our board of directors because of his extensive experience in the venture capital industry, his knowledge of the technology industry and his experience as a director of publicly and privately held technology companies.

Vahe Kuzoyan. Vahe Kuzoyan is one of our co-founders and has served as our President and as a member of our board of directors, and has led our product and development efforts, since our founding in June 2007. Mr. Kuzoyan holds a B.A. in Neuroscience and a B.S. in Computer Science from the University of Southern California.

Mr. Kuzoyan was selected to serve on our board of directors because of the perspective and experience he brings as our President and as a co-founder.

Continuing Directors

Tim Cabral. Tim Cabral has served as a member of our board of directors since November 2019. From February 2010 to September 2020, Mr. Cabral served as Chief Financial Officer of Veeva Systems Inc., a cloud-computing company, continued to serve as an Advisor from September 2020 to January 2022 and served as interim Chief Financial Officer from April 2024 to September 2024. From February 2008 to February 2010, Mr. Cabral served as Chief Financial Officer and Chief Operations Officer of Modus Group, LLC, a wireless solutions and services company, and served as Chief Financial Officer and Vice President of Operations for Agistics, Inc., an employee management services company, from March 2005 to June 2007. Prior to joining Agistics, Inc., Mr. Cabral served in various leadership roles in finance at PeopleSoft, Inc., a computer technology company acquired by Oracle Corporation. Mr. Cabral has served on the boards of directors of Veeva Systems Inc., a publicly traded cloud-computing company, since January 2022 and Doximity, Inc., a publicly traded online network for medical professionals, since September 2020. He previously served on the board of directors of Aptus Corporation, a software provider, from October 2017 to October 2018, when it was acquired by Thoma Bravo, and SingleStore, Inc., a private cloud database company from March 2021 to October 2025. Mr. Cabral holds a B.S. in Finance from Santa Clara University and an M.B.A. from the Leavey School of Business at Santa Clara University.

Mr. Cabral was selected to serve on our board of directors because of his knowledge of the technology industry and his extensive experience in various financial leadership roles.

William Hsu. William Hsu has served on our board of directors since March 2015. Since September 2011, Mr. Hsu has served as a founding partner of Mucker Capital, a venture capital firm. Prior to founding Mucker Capital, from October 2008 to October 2011, Mr. Hsu served as SVP and Chief Product Officer of AT&T Interactive, a digital advertising and marketing services company. Prior to AT&T Interactive, Mr. Hsu served in various leadership and product management positions at Green Dot Corporation, a financial technology company, eBay Inc., a global commerce and payments platform, and BuildPoint Corporation, a provider of online bid management services acquired by Roper Technologies, Inc. Mr. Hsu

began his career in investment banking at Credit Suisse First Boston, a global investment bank. Mr. Hsu currently serves on the boards of directors of several privately held companies. Mr. Hsu holds a B.S. in Industrial Engineering from Stanford University and an M.B.A. from the Wharton School of University of Pennsylvania.

Mr. Hsu was selected to serve on our board of directors because of his extensive serving in various leadership and product management roles at technology companies, and his experience serving as a director of various privately held companies.

Ara Mahdessian. Ara Mahdessian is one of our co-founders and has served as our Chief Executive Officer and as a member of our board of directors since June 2007. Mr. Mahdessian holds a B.S. in Management Science and Engineering from Stanford University.

Mr. Mahdessian was selected to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer and as a co-founder.

Nina Achadjian. Nina Achadjian has served as a member of our board of directors since November 2018. Since October 2017, Ms. Achadjian has been an investor at Index Ventures, an international venture capital firm, where she served as Principal from October 2017 to March 2020 and has served as Partner since April 2020. Ms. Achadjian currently serves on the boards of directors of several private technology companies, including Transcend, Inc., Persona Identities, Inc., Seso Inc., Shopmonkey, Inc., Vizcom Technologies, Inc., Allegro Labs, Inc., and Revel Software Corporation among others. Prior to working in the venture capital industry, Ms. Achadjian held an operating role at Google LLC, an internet search and a technology company, and began her career in sales and trading at Citigroup Inc., a global investment bank. Ms. Achadjian holds a B.A. in Government from Harvard University.

Ms. Achadjian was selected to serve on our board of directors because of her extensive experience in the venture capital industry, her knowledge of the technology industry, and her experience serving as a director of various privately held technology companies.

Ilya Golubovich. Ilya Golubovich has served as a member of our board of directors since June 2007. Since April 2023, Mr. Golubovich has served as the Chief Business Officer of A2VE Capital Advisors Ltd., an investment and business advisory firm. He previously served as the founding and managing partner of I2BF Global Ventures, an international venture capital firm, from June 2007 until April 2023. Mr. Golubovich currently serves on the boards of directors of several privately held companies. He previously served on the boards of directors of Presto Automation Inc., a publicly traded provider of technology solutions to the restaurant industry, from April 2017 to February 2024, and Maxwell Technologies, Inc., then a publicly traded manufacturer of energy storage and power deliver solutions, from May 2017 to May 2019, prior to Maxwell’s acquisition by Tesla, Inc., as well as on the boards of directors of several privately held companies. Mr. Golubovich holds a B.S. in Management Science and Engineering from Stanford University.

Mr. Golubovich was selected to serve on our board of directors because of his extensive experience in the venture capital industry, his knowledge of the technology industry, and his experience serving as a director of publicly and privately held technology companies.

William Griffith. William Griffith has served as a member of our board of directors since November 2016. Since January 2013, Mr. Griffith has been a Partner of ICONIQ Capital, LLC, a global investment firm, where he founded ICONIQ Growth, ICONIQ’s venture and growth equity investing platform. Prior to joining ICONIQ, Mr. Griffith worked at Technology Crossover Ventures, a private equity and venture capital firm, from August 2000 to December 2011, where he was a General Partner. Mr. Griffith began his career in investment banking at Morgan Stanley and at the Beacon Group, a private equity firm acquired by JPMorgan Chase. Mr. Griffith has served on the board of directors of Procore Technologies, Inc., a publicly traded construction management software company, since December 2015, and also serves on the boards of directors of several privately-held companies. Previously, Mr. Griffith served on the boards of directors of BlackLine, Inc., a publicly traded enterprise software company, from September 2013 to February 2020, and Orbitz Worldwide, Inc., a publicly traded online travel company, from July 2007 to August 2011. Mr. Griffith holds an M.B.A. from Stanford University Graduate School of Business and an A.B. in History and Engineering from Dartmouth College.

Mr. Griffith was selected to serve on our board of directors because of his experience in the venture capital industry, his knowledge of the technology industry, and his extensive experience as a director of publicly and privately held technology companies.

Director Independence

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that each of Michael Brown, Byron Deeter, Nina Achadjian, Ilya Golubovich, William Griffith, Tim Cabral and William Hsu, is “independent” as that term is defined under Nasdaq listing rules. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships, Related Party and Other Transactions.”

In addition, each member of our audit committee and our compensation committee meets the enhanced independence standards required for such committee members under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and Nasdaq listing rules.

There are no family relationships among any of our directors or executive officers.

Board of Directors Leadership Structure and Role of Our Lead Independent Director

Our amended and restated bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chief Executive Officer and Chairperson of our board of directors and to implement a lead independent director in accordance with its determination regarding which structure would be in the best interests of our Company.

We believe that we, like many U.S. companies, are well-served by a flexible leadership structure. Currently, the roles are combined, with Mr. Mahdessian serving as both Chief Executive Officer and Chairperson of our board of directors. Our board of directors has determined that combining the roles of Chairperson of the board of directors and Chief Executive Officer is best for our Company and its stockholders at this time because it promotes unified leadership by Mr. Mahdessian and allows for a single, clear focus for management to execute the Company’s strategy and business plans. Our board of directors is comprised of individuals with extensive experience in finance, the technology industry, and public company management. For these reasons and because of the strong leadership of Mr. Mahdessian as Chairperson of the board of directors and Chief Executive Officer, our board of directors has concluded that our current leadership structure is appropriate at this time.

Mr. Cabral has served as our lead independent director since November 2024. As lead independent director, Mr. Cabral presides over all meetings of the board of directors at which the Chairperson is not present, including any executive sessions of the independent directors, approves board of directors meeting schedules and agendas and acts as the liaison between the independent directors and our Chief Executive Officer and Chairperson of our board of directors. Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Executive Sessions

Executive sessions, which are meetings of independent members of the board of directors, are regularly held throughout the year. The lead independent director presides at the executive sessions. The Audit, Compensation, and Nominating and Corporate Governance Committees also meet regularly in executive session.

Board of Directors Meetings, Attendance and Committees

During our fiscal year ended January 31, 2026, our board of directors held six meetings, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which such director has served as a director and (ii) the total number of meetings held by all committees of our board of directors on which such director has served during the periods that such director has served as a committee member.

Although we do not have a formal policy regarding attendance by members of our board of directors at our annual meetings of stockholders, we encourage, but do not require, members of our board of directors to attend. All members of our board of directors attended our 2025 annual meeting of stockholders.

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until the election and qualification of their respective successor, their earlier death, resignation or removal, or until as otherwise determined by our board of directors.

Audit Committee

Our audit committee consists of Michael Brown, Tim Cabral and Ilya Golubovich, with Mr. Cabral serving as Chair. Our board of directors has determined that each of our audit committee members meets the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Nasdaq listing rules, including the enhanced independence requirements applicable to members of audit committees. Each member of our audit committee also meets the financial literacy and sophistication requirements of the Nasdaq listing rules. In addition, our board of directors has determined that Mr. Cabral is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K.

Our audit committee is, among other matters, responsible for the following:

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and Nasdaq listing rules. A copy of the charter of our audit committee is available on our investor relations website at https://investors.servicetitan.com. Information on or accessible through our website is not incorporated by reference in this proxy statement. During fiscal 2026, our audit committee held seven meetings.

Compensation Committee

Our compensation committee consists of Nina Achadjian, Michael Brown and William Griffith, with Mr. Brown serving as Chair. Our board of directors has determined that each of our compensation committee members meets the definition of “independent director” for purposes of serving on the compensation committee under Nasdaq listing rules, including the enhanced independence requirements applicable to members of compensation committees. Ms. Achadjian and Mr. Brown are also “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.

Our compensation committee is, among other matters, responsible for the following:

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and Nasdaq listing rules. A copy of the charter of our compensation committee is available on our investor relations website at https://investors.servicetitan.com. Information on or accessible through our website is not incorporated by reference in this proxy statement. During fiscal 2026, our compensation committee held four meetings.

Compensation-Setting Process

Our compensation committee is primarily responsible for overseeing our overall compensation structure, programs, and policies, and reviewing our processes and procedures for the consideration and determination of director and executive officer compensation. In fulfilling its responsibilities, our compensation committee has the authority to delegate any or all of its responsibilities to a subcommittee of the compensation committee. In addition, the primary objective of our compensation committee is to develop and implement compensation programs and policies that ensure the attraction and retention of key management personnel, the motivation of management to achieve our corporate goals and strategies, and the alignment of the interests of management with the long-term interests of our stockholders. Our compensation committee considers recommendations from our Chief Executive Officer and our President regarding the compensation of our executive officers other than themselves.

Our compensation committee may obtain the advice of compensation consultants, independent legal counsel, and other advisers. During the fiscal year ended January 31, 2026, our compensation committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm with compensation expertise relating to technology companies, to provide it with market information, analysis, and other advice relating to executive compensation on an ongoing basis. Compensia was engaged directly by our compensation committee to, among other things, assist in developing an

appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers and non-employee directors, as well as to assess each separate element of executive officer and non-employee director compensation, with a goal of ensuring that the compensation we offer to our executive officers and non-employee directors is competitive, fair, and appropriately structured. For more information on our compensation-setting process, please refer to the section titled “Compensation Discussion & Analysis - Oversight of Our Executive Compensation Programs and Policies”.

Compensation Committee Interlocks and Insider Participation

During the past fiscal year, Nina Achadjian, Michael Brown and William Griffith served on our compensation committee. None of the current members of our compensation committee, or any member that served during the past fiscal year, is or has been an officer or employee of our Company. None of the current members of our compensation committee, nor any member who served on the committee during the past fiscal year, had any relationship requiring disclosure under Item 404 of Regulation S-K, apart from William Griffith, as described under “Certain Relationships and Related Party Transactions." None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our compensation committee. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of Nina Achadjian, Byron Deeter and William Hsu, with Mr. Deeter serving as Chair. Our board of directors has determined that each of our nominating and corporate governance committee members meets the definition of “independent director” for purposes of serving on the nominating and corporate governance committee under Nasdaq listing rules.

Our nominating and corporate governance committee is, among other matters, responsible for the following:

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and Nasdaq listing rules. A copy of the charter of our nominating and corporate governance committee is available on our investor relations website at https://investors.servicetitan.com. Information on or accessible through our website is not incorporated by reference in this proxy statement. Our nominating and corporate governance committee held one meeting during fiscal 2026.

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees, which may include reviewing candidates whom our stockholders have properly submitted for recommendation or retaining a third-party executive search firm to identify and review candidates.

Our nominating and corporate governance committee, in recommending director candidates for election to our board of directors, and our board of directors, in nominating director candidates, will consider candidates who have a high level of personal and professional integrity, strong ethics and values, and the ability to make mature business judgments.

In evaluating director candidates, our nominating and corporate governance committee and our board of directors may also consider the following criteria as well as any other factor that they deem to be relevant:

In addition, our board of directors will consider whether there are potential conflicts of interest with the candidate’s other personal and professional pursuits.

After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.

Stockholder Recommendations and Nominations to our Board of Directors

Our nominating and corporate governance committee has not adopted a specific policy regarding the consideration of director nominees recommended to our nominating and corporate governance committee by stockholders. Our board of directors believes that the procedures set forth in our nominating and corporate governance committee charter and our amended and restated bylaws are currently sufficient and that the establishment of a formal policy is not necessary. There would be no difference in the evaluation process of a director candidate recommended by a stockholder as compared to the evaluation process of a candidate identified by any other means.

Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws and our policies and procedures for director candidates, as well as the director nominee criteria described above that is applicable to all director candidates. This process is designed to ensure that our board of directors includes members with skills and experiences, including appropriate financial and other expertise, relevant to our business. Stockholders may recommend a candidate for nomination by submitting the recommendation in writing to the attention of our Secretary at ServiceTitan, Inc., 800 N. Brand Blvd., Suite 100, Glendale, California 91203. Such recommendation must include detailed biographical data for and relevant qualifications of the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our capital stock, a signed letter from the candidate confirming willingness to serve on our board of directors, if nominated and elected, and information regarding any relationships between the candidate and the Company. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our board of directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and should be sent in writing to our Secretary at ServiceTitan, Inc., 800 N. Brand Blvd., Suite 100, Glendale, California 91203.

Communications with Members of Our Board of Directors

Interested parties wishing to communicate with the members of our board of directors may do so by writing to the particular member or members of our board of directors, and mailing the correspondence via registered or overnight mail to the attention of our Secretary at ServiceTitan, Inc., 800 N. Brand Blvd., Suite 100, Glendale, California 91203. Each communication should set forth (i) the name and address of the interested party (as it appears on our books, if applicable) and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the class and number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.

Our Secretary, in consultation with appropriate members of our board of directors, as necessary, will review all incoming communications and, if appropriate, forward such communications to the appropriate member or members of our board of directors, or if none is specified, to the Chairperson of our board of directors or the Lead Independent Director if the Chairperson of our board of directors is not independent.

Corporate Governance Guidelines and Code of Ethics and Conduct

Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and the responsibilities of members of committees of our board of directors.

In addition, our board of directors has adopted a Code of Ethics and Conduct that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer, and principal accounting officer. The full texts of our Corporate Governance Guidelines and our Code of Ethics and Conduct are posted on our investor relations website at https://investors.servicetitan.com. Information on or accessible through our website is not incorporated by reference in this proxy statement. We will post amendments to our Corporate Governance Guidelines and our Code of Ethics and Conduct and any waivers of our Code of Ethics and Conduct for directors and executive officers on the same website, rather than by filing a Form 8-K. We granted no waivers in fiscal year 2026.

Insider Trading, Anti-Hedging and Anti-Pledging Policies

Our board of directors has adopted an Insider Trading Compliance Policy and Procedures governing the purchase, sale and/or other dispositions of our securities, which applies to all of our directors, officers, and employees, and that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq rules. This policy was filed as Exhibit 19.1 to our Annual Report.

Among its provisions, the policy prohibits our directors, officers, and employees from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities, or, with limited exceptions, from pledging our securities as collateral for a loan, purchasing our securities on margin (i.e., borrowing money to purchase the securities), or placing our securities in a margin account.

Risk Oversight

Our board of directors recognizes the oversight of risk management as one of its primary responsibilities and central to maintaining an effective, risk-aware and accountable organization. The oversight responsibility of our board of directors and its committees is supported by management reporting processes that are designed to provide visibility to our board of directors regarding the identification, assessment and management of risks and management’s strategic approach to risk mitigation. The Chair of our audit committee meets with our Chief Financial Officer and Chief Legal Officer, along with other members of our management team, on a regular basis to identify and discuss risks and exposures, and escalate potential issues to our audit committee or board of directors, as appropriate.

While our board of directors maintains ultimate responsibility for the oversight of risk, it has implemented a multi-layered approach that delegates certain responsibilities to the appropriate board committees to ensure that these primary areas of focus are discussed in appropriate detail and that a full understanding of the applicable risk is obtained. Our board of directors and its committees oversee risks associated with their respective areas of responsibility. Each board committee meets in executive session with key management personnel and representatives of outside advisors as required or requested. Our board of directors may delegate additional risk areas to its committees in the future.

Board’s Role in Data Privacy and Cybersecurity Oversight

While our board of directors maintains ultimate responsibility for the oversight of our data privacy and cybersecurity program and risks, it has delegated certain responsibilities to our audit committee. Our board of directors and audit committee’s principal role is one of oversight, recognizing that management is responsible for the design, implementation, and maintenance of an effective program for protecting against and mitigating data privacy and cybersecurity risks. The audit committee assists our board of directors in enhancing its understanding of cybersecurity issues by overseeing our information security programs, strategy, policies, standards, architecture, processes, and significant risks, as well as overseeing responses to security and data incidents, as appropriate.

Our audit committee receives updates periodically from our Chief Information Security Officer, Chief Technology Officer, other members of our management team, or external experts as needed, on significant data privacy and security risks, significant legal and legislative developments concerning data privacy and security, our approach to complying with applicable law, and significant engagement with regulators concerning data privacy and cybersecurity. Our audit committee provides updates to the board of directors on such reports. For additional information regarding our cybersecurity governance, please refer to our Annual Report.

Non-Employee Director Compensation

Prior to the completion of our initial public offering, we did not maintain a formalized non-employee director compensation program, though we typically provided non-employee directors who are not affiliated with one of our significant investors an equity award in connection with the director’s commencement of service on our board of directors and an additional equity award after the initial equity award fully vests.

In connection with our initial public offering, we adopted a non-employee director compensation program (the “Director Compensation Program”), pursuant to which our non-employee directors are eligible to receive cash compensation and equity awards for service on our board of directors. Under the Director Compensation Program, our non-employee directors are eligible to receive cash compensation as follows:

All annual cash retainers are paid quarterly in arrears promptly following the end of the applicable quarter, and prorated for partial quarters of service.

Under the Director Compensation Program, if a non-employee director is initially appointed or elected to our board of directors following our initial public offering, that director will automatically be granted an award of RSUs having a target value of $400,000, with the actual number of shares of our Class A common stock underlying the award calculated using our standard method of conversion as of the grant date. The initial award will vest in substantially equal quarterly installments over four years from the earliest of March 15, June 15, September 15 or December 15 following the grant date, subject to continued service with us through the applicable vesting date.

Under the Director Compensation Program, each non-employee director who has been serving on our board of directors for at least four months prior to, and continues to serve immediately after, each annual meeting of stockholders will automatically be granted, on the date of the applicable annual meeting of stockholders, an award of RSUs having a target value of $200,000, with the actual number of shares of our Class A common stock underlying the award calculated using our standard method of conversion as of the grant date. Each annual award will fully vest on the earliest of March 15, June 15, September 15 or December 15 following the first anniversary of the grant date, subject to continued service with us through the applicable vesting date.

Non-Employee Director Compensation Table

The following table contains information concerning the compensation of our non-employee directors for service during the fiscal year ended January 31, 2026. Messrs. Mahdessian and Kuzoyan, each of whom also served as a director during the fiscal year ended January 31, 2026, are not included in this table because they are named executive officers of the Company and, accordingly, their compensation is reported in the Summary Compensation Table below. Messrs. Mahdessian and Kuzoyan did not receive additional compensation for their service as directors, and both Ms. Achadjian and Mr. Griffith waived their right to receive any compensation under the Director Compensation Program.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

We currently have nine directors on our board of directors. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. Three of our Class II directors, Messrs. Brown, Deeter and Kuzoyan, are standing for election at the Annual Meeting for a three-year term.

Each director’s term continues until the election and qualification of their respective successor, or such director’s earlier death, resignation, disqualification or removal. We expect that any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Members of our board of directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of our voting stock entitled to vote at an election of directors.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Messrs. Brown, Deeter, and Kuzoyan as nominees for election as Class II directors at the Annual Meeting. If elected, each of Messrs. Brown, Deeter, and Kuzoyan will serve as a Class II director until our 2029 annual meeting of stockholders and until his successor is duly elected and qualified. Each of the nominees is currently a director of our Company. For additional information regarding our nominees for our board of directors, refer to the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet, but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Messrs. Brown, Deeter, and Kuzoyan. Messrs. Brown, Deeter, and Kuzoyan have each agreed to serve as a director if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.

PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for our fiscal year ending January 31, 2027. Our board of directors has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of our appointment of PwC is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

PwC also served as our independent registered public accounting firm for our fiscal year ended January 31, 2026, and has served as our independent registered public accounting firm since 2017. Neither the accounting firm nor any of its members has any direct or indirect financial interest in, or any connection with, us in any capacity other than as our auditors, providing audit and non-audit related services. Representatives of PwC will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions.

If our stockholders do not ratify the appointment of PwC, our audit committee will consider this fact when it determines whether to retain PwC. Even if our stockholders ratify the appointment of PwC, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our Company and our stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to our Company by PwC for our fiscal years ended January 31, 2025, and January 31, 2026, respectively.

Auditor Independence

In our fiscal year ended January 31, 2026, there were no other professional services provided by PwC, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PwC.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required to pre-approve all audit services, audit-related services and permissible non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. All services provided by PwC for our fiscal year ended January 31, 2026 were pre-approved by our audit committee pursuant to this policy.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

REPORT OF THE AUDIT COMMITTEE

The material in this report is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall the material in this section be deemed to be “soliciting material” or incorporated by reference in any registration statement or other document filed with the SEC under the Securities Act, except as otherwise expressly stated in such filing.

The audit committee is a committee of our board of directors comprised solely of independent directors as required by The Nasdaq Stock Market LLC (“Nasdaq”) rules and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. With respect to our financial reporting process, our management is responsible for (1) establishing and maintaining internal controls and (2) preparing our consolidated financial statements. Our independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), is responsible for performing an independent audit of our consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare our financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

Based on the above-mentioned reviews and discussions with management and PwC, the audit committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2026, for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Tim Cabral (Chair)

Michael Brown

Ilya Golubovich

PROPOSAL NO. 3 — ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and SEC rules, we are providing our stockholders the opportunity to vote, on an advisory basis, on the frequency of future advisory votes regarding the compensation of our named executive officers. Stockholders may indicate whether they prefer we conduct future advisory votes every 1, 2, or 3 years, or abstain from voting.

After considering the benefits and consequences of each alternative, our board of directors has determined that an annual advisory vote on the compensation of our named executive officers (“Say-on-Pay”) is the most appropriate alternative and, therefore, the board of directors recommends that you vote in favor of conducting a Say-on-Pay vote every 1 year. The board of directors believes that an annual Say-on-Pay vote will provide our stockholders with timely and direct input on our overall compensation programs and policies in the context of our long-term business results as disclosed in the proxy statement each year. An annual Say-on-Pay vote will also permit us to engage in an ongoing dialog with our stockholders on executive compensation and corporate governance matters.

Stockholders are not voting to approve or reject the board’s recommendation. Stockholders will be able to specify one of four choices for this proposal on the proxy card: “1 Year,” “2 Years,” “3 Years” or “Abstain.” However, because your vote on this proposal is advisory, it will not be binding on us, the board or the compensation committee. Nevertheless, our board will review and consider the outcome of this vote when making determinations as to the frequency of future Say-on-Pay votes and may decide, based on factors such as discussions with stockholders and the adoption of material changes to compensation programs, that it is in the best interests of our stockholders and the Company to hold any future advisory vote on the compensation of our named executive officers more or less frequently than the option approved by our stockholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE “1 YEAR” AS THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of May 5, 2026. Our executive officers are appointed by, and serve at the discretion of, our board of directors.

For biographical information for Mr. Mahdessian and Mr. Kuzoyan, refer to the section titled “Board of Directors and Corporate Governance.”

Dave Sherry. Dave Sherry has served as our Chief Financial Officer since June 2023. Prior to joining us, from May 2019 to June 2023, Mr. Sherry served as Chief Financial Officer at QuintoAndar, Ltd., a real estate marketplace headquartered in Brazil. From June 2018 to May 2019, Mr. Sherry served as a Growth Operating Partner at Accel, a venture capital firm, and from June 2012 to February 2018, Mr. Sherry worked at Lightspeed Commerce Inc., a point-of-sale and e-commerce software provider, initially as a finance and operations leader and from January 2014 to February 2018 as its Chief Financial Officer. Mr. Sherry holds a B.B.A from University of Michigan and an M.B.A. from Stanford University Graduate School of Business.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides an overview of the philosophy, objectives and components of our executive compensation program, context for the executive compensation actions taken for the fiscal year ended January 31, 2026 (“FY26”), and how and why our Compensation Committee arrived at specific compensation decisions. The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding our executive compensation programs and policies. The actual amount and form of compensation and the compensation programs and policies that we adopt in the future may differ materially from currently planned programs and policies as summarized in this CD&A.

Named Executive Officers

The compensation provided to our named executive officers (“NEOs”) for FY26 is detailed in the Summary Compensation Table and this CD&A. Because we had only three executive officers during FY26, our NEOs include our principal executive officer, our principal financial officer and our next most highly compensated executive officer who was serving as an officer at the end of FY26, as set forth below.

FY26 Financial and Performance Highlights

The following business highlights provide context with which to view our FY26 executive compensation.1

We delivered strong financial results. During FY26, our total revenue grew 24% year-over-year to $961.0 million, led by 25% year-over-year growth in total platform revenue. We achieved that revenue growth while also delivering 36% incremental Non-GAAP operating margins, resulting in a Non-GAAP operating margin of 9.8% for FY26. Our Non-GAAP free cash flow also grew to $85.1 million in FY26, compared to $15.5 million in the prior fiscal year.

Our platform continued to power customer success. Our platform continued to empower healthy customer performance, with our gross dollar retention remaining strong (>95%), and our net dollar retention (>110%) continuing to scale as our customers grew.

We laid the foundation for future durable growth. We executed well against our four major strategic priorities in FY26: to win with enterprise customers, to continue to expand with Pro Products, to grow in Commercial, and to grow in Roofing. We also introduced our latest AI-powered product offerings, including Atlas, and began expanding Max, which packages our most advanced functionality and AI features with expert guidance to unlock AI automation.

Executive Compensation Philosophy and Objectives

The following philosophy and objectives guide our Compensation Committee and Board of Directors (“Board”) when managing our executive compensation program and policies:

Pay Practices and Governance

Our Compensation Committee evaluates our executive compensation program and policies on a regular basis to ensure alignment with both our short-term and long-term goals, and with market best practices. To ensure our executive compensation program and policies are appropriately managed and well governed, our Compensation Committee adopted the following best practices for FY26:

Oversight of Our Executive Compensation Program and Policies

Role of our Compensation Committee, Management, and Board

Our Compensation Committee oversees our executive compensation program and policies, including executive base salaries, annual bonus program structure, performance targets and payouts, and the size and structure of equity awards. Our Compensation Committee also administers our various equity plans and benefit programs. A description of our Compensation Committee’s structure, roles and responsibilities can be found under the heading “Board of Directors and Corporate Governance.”

Working with its compensation consultant, Compensia, our Compensation Committee reviews the performance, and approves the compensation, of each of our executives, including our NEOs. As part of this process, our Compensation Committee considers recommendations from our CEO and President regarding the performance and compensation of our executives, including our NEOs, other than themselves. While our CEO and President discuss their recommendations for our other executives, including our other NEOs, with our Compensation Committee, they do not participate in the deliberations concerning, or the determination of, their own compensation. In addition, our Compensation Committee also discusses and considers recommendations from the independent members of our Board on the performance of and compensation for our CEO and President.

Our Compensation Committee makes executive compensation decisions based on a variety of factors, including:

Role of the Independent Compensation Consultant

Our Compensation Committee is authorized, in its sole discretion, to retain the services of one or more compensation consultants, outside legal counsel, and such other advisors as necessary to assist with the execution of its duties and responsibilities. For FY26, our Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm with compensation expertise relating to technology companies, to provide it with market information, analysis, and other advice and recommendations relating to executive compensation. Our Compensation Committee reviews the independence of its compensation consultant annually and, based on consideration of the factors specified in SEC rules and Nasdaq listing standards, found no conflict of interest with Compensia for its FY26 independence review.

Compensia was engaged directly by our Compensation Committee to, among other things, assist in developing an appropriate group of peer companies to help determine the appropriate level of overall compensation for our executives, including our NEOs, as well as to assess each separate element of executive compensation, with a goal of ensuring the compensation we offer to our executives, including our NEOs, is competitive, fair, appropriately structured, and takes market best practices into account.

Compensia did not provide any additional services to our Company in FY26 other than those relating to its role as independent compensation consultant to our Compensation Committee.

Use of Market Data

Peer Companies

Our Compensation Committee believes it is important to be informed of competitive market data on executive compensation programs and policies as part of its compensation deliberations for our executives, including our NEOs. In February 2025, our Compensation Committee, in consultation with Compensia, developed and approved a peer group for use as a factor when making its FY26 executive compensation decisions. As part of the peer selection process, our Compensation Committee primarily considered U.S.-based publicly-traded technology companies with revenues and market capitalizations similar to that of our Company. While our Compensation Committee considers compensation practices of the resulting peer companies, it uses this information as one of many factors in its evaluation of compensation matters.

Based on the foregoing considerations, our Compensation Committee approved the peer group set forth below for FY26 (the “Peer Group”):

Our Compensation Committee, in consultation with Compensia, re-evaluated the Peer Group in November 2025 , and determined all companies continued to be appropriate comparators. Based on that re-evaluation, our Compensation Committee did not make any changes to the Peer Group that is being used as a reference when making executive compensation decisions for our fiscal year ending January 31, 2027.

Market Data and Reference Points

Our Compensation Committee reviews the Peer Group compensation levels and practices, as provided by Compensia, for our executives, including our NEOs, and uses this information as a reference point when deciding on compensation levels, the mix of base salary, target short-term and long-term incentives, and other executive pay practices. Our Compensation Committee uses the 25th, 50th and 75th percentiles of market as reference points and the selection of a specific market reference point may vary for each pay element. Market data is only one factor considered in the compensation-setting process, and an individual NEO’s total compensation (or an element of compensation) in any given year may be set above or below market reference points, depending on holistic consideration of relevant factors as outlined above.

Elements of FY26 Executive Compensation Program

Our NEO compensation consists primarily of a combination of base salary, short-term performance-based incentive bonus payments, and long-term incentive compensation in the form of equity awards. We also provide our executives, including our NEOs, with comprehensive employee benefit programs, such as medical, dental, and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts, and other plans and programs generally made available to other full-time salaried employees in the U.S. The specific compensation decisions made by our Compensation Committee for our NEOs during FY26 are discussed in detail below.

Base Salary

Each NEO receives a base salary to compensate for services rendered to the Company. The base salary is designed to provide a fixed component of compensation reflecting the NEO’s skill set, experience, role and responsibilities. Our Board and Compensation Committee may adjust base salaries from time to time at their discretion.

For FY26, our Compensation Committee conducted an annual review of base salaries for our NEOs that was informed by our compensation philosophy and its review of the relevant factors noted above. Based on that review, our Compensation Committee set the annual base salaries for our NEOs in FY26 as follows:

Annual Incentive Bonus Plan

We maintain a short-term incentive bonus plan for each fiscal year (each, a “Bonus Plan”) in which each of our executives, including our NEOs, participated during FY26. The Bonus Plan is generally structured to incentivize the Company’s executives, including our NEOs, to achieve the Company’s principal financial or strategic goals in a given fiscal year, and to reward our executives, including our NEOs, based on the Company’s actual performance. Annual bonuses are paid in the following fiscal year if and to the extent the performance objectives established by our Compensation Committee are achieved. Our Compensation Committee believes the Bonus Plan provides the incentive necessary to retain our executives, including our NEOs, and reward them for short-term Company performance.

FY26 Individual Bonus Targets

Our Compensation Committee may adjust the target bonus opportunities of our executives, including our NEOs, from time to time. For FY26, our Compensation Committee assigned each executive, including each NEO, a target performance-based cash bonus opportunity that was based on a percentage of each executive’s base salary. The target performance-based cash bonus opportunity for each of our NEOs during FY26 was informed by our compensation philosophy and based on our Compensation Committee’s review of the relevant factors noted above.

FY26 Bonus Plan Structure, Achievement and Payouts

In May 2025, our Compensation Committee approved the Bonus Plan for FY26 (the “FY26 Bonus Plan”). The payouts under the FY26 Bonus Plan were based 66.7% on the achievement of a net new subscription revenue goal and 33.3% on the achievement of a non-GAAP operating margin goal. Our Compensation Committee selected these metrics because they were key measures of our growth and the efficiency of our business, incentivizing our executives, including our NEOs, to continue rapidly growing our business in a sustainable manner. Our Compensation Committee also sought to set objective, rigorous and ambitious performance goals that had to be met in order for awards under the FY26 Bonus Plan to be paid out at target for each metric. The specific performance targets for each metric were derived from our internal annual operating plan, which is not publicly disclosed for competitive reasons.

In addition, the FY26 Bonus Plan contained an achievement threshold for each metric, below which no bonus payout would be made. The potential payout for each metric ranged from 0% to 144%, with a 100% payout representing on-target performance. Payouts for performance falling between the threshold and target, or target and maximum, goals were generally determined using linear interpolation.

In March 2026, based on our performance during FY26 our Compensation Committee determined that the net new subscription revenue goal was achieved at 96.9%, and that the non-GAAP operating margin goal was achieved at 112.9%, resulting in aggregate weighted bonus funding under the FY26 Bonus Plan of 107.4%. After considering each NEO’s individual performance, the Compensation Committee determined that no adjustment to any NEO’s formulaic payout was necessary. The bonus amounts paid to our NEOs under the FY26 Bonus Plan are set forth below.

Our Compensation Committee may also award discretionary bonuses to our executives, including our NEOs, from time to time, though it did not award any discretionary bonuses to our NEOs in FY26.

FY26 Equity-Based Awards

We view equity awards as an integral component of our executive compensation program because they encourage long-term performance, create an ownership culture and promote accountability, and ensure the interests of our executives, including our NEOs, are aligned with the interests of our stockholders by linking a significant portion of their overall compensation directly to increases in stockholder value. Equity awards also help us retain our executives in a highly competitive and rapidly changing technology market. Our Compensation Committee reviews and approves equity-based awards for our executives, including our NEOs, when determining our executive compensation on an annual basis, with such decisions informed by our compensation philosophy, the Compensation Committee’s review of the relevant factors noted above, our equity burn rate, and the potential dilutive effect of the equity awards on our stockholders.

FY26 CFO Equity Award

In May 2025, as part of its annual review process our Compensation Committee granted Mr. Sherry an award of restricted stock units (“RSUs”) under our 2024 Incentive Award Plan (the “2024 Plan”) with a target value of $6,500,000, resulting in 65,670 RSUs being granted to Mr. Sherry. The RSUs vest based on the satisfaction of a service-based vesting condition, which is satisfied as to 1/16 of the total number of RSUs on each quarterly anniversary of June 15, 2025, subject to Mr. Sherry’s continued employment through each vesting date. For FY26, we converted the target value of all executive equity grants, including Mr. Sherry’s, to a number of RSUs using the volume-weighted average closing trading price of a share of our Class A common stock over the first fiscal quarter of FY26 (the “Conversion Price”). The Conversion Price was lower than the closing price of our Class A common stock on the date Mr. Sherry’s RSUs were granted and, as a result, the grant date fair value of Mr. Sherry’s RSUs as reported in the Summary Compensation Table is higher than the intended target value.

Founders’ Equity Awards

In October 2024, prior to but in anticipation of our initial public offering in December 2024, our Compensation Committee and Board worked closely with Compensia to design a multi-year equity incentive plan for Messrs. Mahdessian and Kuzoyan to encourage their retention for a multi-year period and significantly align their compensation with the long-term interests of our stockholders by requiring, among other things, the achievement of sustained stock price targets. As a result, following its FY26 annual compensation review process our Compensation Committee decided not to approve any equity awards for Messrs. Mahdessian and Kuzoyan during FY26 as the Compensation Committee viewed the existing Co-Founder PSUs (as defined below) as still being sufficient to motivate and retain Messrs. Mahdessian and Kuzoyan for the foreseeable future.

On October 21, 2024, our Board approved a one-time grant of 3,241,544 performance-based RSUs (the “Co-Founder PSUs”) to each of Messrs. Mahdessian and Kuzoyan, a portion of which was intended to replace a performance-based stock option held by each that was forfeited in connection with the grant of the Co-Founder PSUs. Each Co-Founder PSU represents the right to receive one share of our Class B common stock following vesting. The Co-Founder PSUs vest in four separate tranches in the event the stock price hurdles in the table below are achieved, generally subject to continued employment as CEO, co-Chief Executive Officer or President as of the vesting date.

For the purposes of determining whether a stock price hurdle was achieved, for Tranche 1, the trailing six-month, and for Tranches 2 through 4, the trailing six-month and 90-day volume-weighted average closing trading price for a share of our Class A common stock must equal or exceed the applicable stock price hurdle, provided that in the event of a Change in Control (as defined in the ServiceTitan, Inc. Change in Control and Severance Policy, or the “Policy”) the greatest per share amount to be paid in connection with the Change in Control will be used to determine final stock price hurdle achievement

(utilizing linear interpolation if such amount falls between two stock price hurdles). In the event Mr. Mahdessian or Mr. Kuzoyan no longer serves as any of our Chief Executive Officer, co-Chief Executive Officer or President as a result of his death, Disability (as defined in the Policy), a termination of employment effected by us for other than Cause (as defined in the Policy), a resignation by the executive for Good Reason (as defined in the Policy) or, if mutually agreed between the executive and our Board, as part of a transition to a different role with us, then the Co-Founder PSUs held by the executive will remain eligible to vest upon achievement of the stock price hurdles during the succeeding six-month period. Any Co-Founder PSUs that remain unvested as of October 21, 2034 will automatically forfeit.

In connection with the grant of the Co-Founder PSUs, we canceled an option to purchase 170,338 shares of our Class B common stock held by each of Messrs. Mahdessian and Kuzoyan that was scheduled to vest upon, among other requirements, the six-month average closing trading price of our Class A common stock equaling or exceeding $234.83.

In connection with the reclassification of all outstanding shares of our common stock into an equal number of shares of Class A common stock that occurred in connection with our initial public offering, we approved the designation of the shares of our common stock underlying all equity awards held by Messrs. Mahdessian and Kuzoyan under our 2015 Stock Plan, including the Co-Founder PSUs, as Class B common stock, effective immediately prior to the completion of our initial public offering pursuant to which the shares of our common stock underlying stock options and RSUs held by Messrs. Mahdessian and Kuzoyan, including the Co-Founder PSUs, were designated as Class B common stock.

Executive Compensation Arrangements

Agreements with NEOs

We have entered into proprietary information and invention assignment agreements with each of our NEOs. In addition, we have entered into an amended and restated offer letter with Mr. Sherry (the “Sherry Offer Letter”) that provides for at-will employment and sets forth the terms and conditions of Mr. Sherry’s employment. The Sherry Offer Letter provides for Mr. Sherry’s eligibility to receive equity awards under our 2024 Plan, as determined in the sole discretion of our Board or Compensation Committee, and to participate in the Policy pursuant to the terms of his participation agreement thereunder.

Other Compensation Programs and Policies

Severance and Change in Control Policy

Our Board has adopted the Policy, and we have entered into participation agreements under the Policy with each of our NEOs. In addition, the Co-Founder PSUs are governed by the terms of the applicable award agreements and are not subject to acceleration pursuant to the Policy. We believe the Policy supports the attraction and retention of executives in a competitive market, and that appropriately structured change in control benefits serve to minimize potential distraction caused by a transaction and reduce the risk that executives will leave the Company before the transaction closes. For further discussion and detail, see the section titled “Potential Payments Upon Termination or Change in Control.”

Employee Benefits and Other Policies

401(k) Plan

We maintain a 401(k) retirement savings plan for all U.S. employees, including our NEOs, who satisfy certain eligibility requirements. Under our 401(k) plan, eligible employees may elect to defer up to all eligible compensation, subject to applicable annual limits under the Internal Revenue Code (as amended, the “Code”). We may match contributions made by our employees, including our NEOs, on a discretionary basis. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees.

Health and Welfare Benefits

All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including health, dental and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life and accidental death and dismemberment insurance. Our NEOs participate in these programs on the same basis as all of our eligible U.S. employees.

Perquisites and Other Personal Benefits

Perquisites or other personal benefits are not a significant component of our executive compensation program. All of our employees, including our NEOs, are eligible for a technology allowance of $100 per month to help offset the cost of personal technology devices and home internet service. Otherwise, we determine perquisites on a case-by-case basis and will provide a perquisite to a NEO when we believe it is necessary to attract or retain the NEO. During FY26, other than company-provided security for Mr. Mahdessian, we did not provide any perquisites or personal benefits to our NEOs that were not otherwise made available to our other employees. For information about Mr. Mahdessian’s security perquisite in FY26, please refer to the section titled “Summary Compensation Table”.

Compensation “Clawback” Policy

On December 11, 2024, our Board adopted a financial restatement clawback policy in accordance with applicable rules and regulations of the SEC and Nasdaq (the “Clawback Policy”). Consistent with these requirements, the Clawback Policy provides that, subject to the limited exemptions permitted under these requirements, if we are required to prepare an accounting restatement due to our material noncompliance with financial reporting requirements under applicable securities laws, we must recover from covered executives any incentive-based compensation received by them while they were an executive officer, after December 11, 2024 and during the applicable recoupment period (as specified in the Clawback Policy), that was in excess of what they would have received had their incentive compensation been determined based on the restated amounts.

Practices Related to the Timing of Grants of Certain Equity Awards

Tax and Accounting Implications

Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible. Although our Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, our Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our executives, including our NEOs, in a manner consistent with the goals of our executive compensation program and the best interests of our Company and its stockholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m). Under ASC Topic 718, we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC Topic 718.

Compensation Risk Assessment

Our Compensation Committee believes that, although a portion of the compensation provided to our executives, including our NEOs, is performance-based, our executive compensation programs and policies do not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs and policies are designed to encourage our executives, including our NEOs, and other employees to remain focused on both short-term and long-term strategic goals. In addition, each of our executives, including our NEOs, is provided with an annual base salary, providing financial stability in the event their performance-based compensation is not earned, or is only partially earned, in a given fiscal year. As a result, we do not believe that our compensation programs and policies are reasonably likely to have a material adverse effect on the Company.

REPORT OF THE COMPENSATION COMMITTEE

The material in this report is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall the material in this section be deemed to be “soliciting material” or incorporated by reference in any registration statement or other document filed with the SEC under the Securities Act, except as otherwise expressly stated in such filing.

Our compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) contained in this Proxy Statement. Based on this review and discussion, our compensation committee has recommended to the board of directors that the CD&A be included in this Proxy Statement, and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

Respectfully submitted by the members of the compensation committee of the board of directors:

Michael Brown (Chair)

Nina Achadjian

William Griffith

Summary Compensation Table

The following table sets forth total compensation paid to our NEOs for the periods presented.

Grants of Plan-Based Awards

The following table sets forth information regarding each plan-based award granted to our NEOs during FY26.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding equity awards held by our NEOs as of January 31, 2026: