v3.26.1
Equity Incentive Plans
6 Months Ended
Jul. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans
10.
Equity Incentive Plans

The Company has granted stock-based awards under the ServiceTitan, Inc. 2015 Stock Plan (the “2015 Stock Plan”) and the ServiceTitan, Inc. 2024 Incentive Award Plan (the “2024 Incentive Award Plan”). The Company stopped granting new stock-based awards under the 2015 Stock Plan on the date of its IPO. Pursuant to the terms of the 2024 Incentive Award Plan, additional shares of Class A common stock may “roll over” to the 2024 Incentive Award Plan in the event of the termination or lapse of stock options outstanding pursuant to the 2015 Stock Plan. As of July 31, 2026, there were 11,818,186 and 23,953,053 shares of common stock authorized and reserved for issuance under the 2015 Stock Plan and 2024 Incentive Award Plan, respectively.

As of July 31, 2026, there were 17,496,319 shares of common stock available for future issuance under the 2024 Incentive Award Plan.

Additionally, the Company adopted the ServiceTitan, Inc. 2024 Employee Stock Purchase Plan in fiscal 2025 (the “2024 ESPP”) that would allow eligible employees to purchase shares of the Company’s Class A common stock at periodic intervals using accumulated payroll deductions. As of July 31, 2026, there were 4,367,264 shares authorized under the 2024 ESPP. As of July 31, 2026, the first offering period under the 2024 ESPP had not commenced.

In connection with the Conduit acquisition, the Company assumed the Conduit Tech, Inc. 2022 Stock Plan (the “Conduit Plan”) and each restricted stock unit (“RSU”) outstanding under the Conduit Plan that was held by an employee of Conduit immediately following the acquisition of Conduit (each, a “Conduit RSU”). Each Conduit RSU was converted into an RSU of the Company to acquire shares of the Company’s Class A common stock on the same terms and conditions as the Conduit RSUs, including with respect to the time-based vesting conditions. As of July 31, 2026, there were 13,172 shares of Class A common stock issuable pursuant to the Conduit RSUs under the Conduit Plan. The Company recognized $0.9 million and $1.8 million of stock-based compensation expense in the three and six months ended July 31, 2026, respectively, relating to the Conduit RSUs, and unrecognized stock-based compensation expense was $0.9 million as of July 31, 2026.

In addition, there were 52,054 shares of restricted Class A common stock (restricted stock awards or “RSAs”) constituting revested Conduit founders’ consideration that will be released from a risk of forfeiture over a three-year period, with one-third of the shares released on the first anniversary of the closing of the Company’s acquisition of Conduit, and the remaining shares released in equal amounts every quarter thereafter for the remaining two years. The Company recognized stock-based compensation expense

of $0.5 million and $0.9 million in the three and six months ended July 31, 2026, respectively, relating to these shares, and unrecognized stock-based compensation expense was $3.8 million as of July 31, 2026.

Stock-based Compensation

The stock-based compensation expense by line item in the unaudited condensed consolidated statements of operations is summarized as follows (in thousands):

 

 

 

Three Months Ended July 31,

 

 

 

2026

 

 

2025

 

 

 

Option and RSU
Grants

 

 

Co-Founder RSUs

 

 

Total

 

 

Option and RSU
Grants

 

 

Co-Founder RSUs

 

 

Total

 

Platform cost of revenue

 

$

1,639

 

 

$

 

 

$

1,639

 

 

$

1,309

 

 

$

 

 

$

1,309

 

Professional services and other cost of revenue

 

 

2,306

 

 

 

 

 

 

2,306

 

 

 

1,199

 

 

 

 

 

 

1,199

 

Sales and marketing

 

 

7,729

 

 

 

 

 

 

7,729

 

 

 

6,696

 

 

 

 

 

 

6,696

 

Research and development

 

 

23,847

 

 

 

 

 

 

23,847

 

 

 

11,770

 

 

 

 

 

 

11,770

 

General and administrative

 

 

11,539

 

 

 

13,515

 

 

 

25,054

 

 

 

14,815

 

 

 

13,518

 

 

 

28,333

 

Total stock-based compensation expense

 

$

47,060

 

 

$

13,515

 

 

$

60,575

 

 

$

35,789

 

 

$

13,518

 

 

$

49,307

 

 

 

 

Six Months Ended July 31,

 

 

 

2026

 

 

2025

 

 

 

Option and RSU
Grants

 

 

Co-Founder RSUs

 

 

Total

 

 

Option and RSU
Grants

 

 

Co-Founder RSUs

 

 

Total

 

Platform cost of revenue

 

$

3,259

 

 

$

 

 

$

3,259

 

 

$

2,533

 

 

$

 

 

$

2,533

 

Professional services and other cost of revenue

 

 

3,779

 

 

 

 

 

 

3,779

 

 

 

2,417

 

 

 

 

 

 

2,417

 

Sales and marketing

 

 

14,005

 

 

 

 

 

 

14,005

 

 

 

11,848

 

 

 

 

 

 

11,848

 

Research and development

 

 

43,220

 

 

 

 

 

 

43,220

 

 

 

22,780

 

 

 

 

 

 

22,780

 

General and administrative

 

 

24,297

 

 

 

26,589

 

 

 

50,886

 

 

 

26,889

 

 

 

26,589

 

 

 

53,478

 

Total stock-based compensation expense

 

$

88,560

 

 

$

26,589

 

 

$

115,149

 

 

$

66,467

 

 

$

26,589

 

 

$

93,056

 

 

Stock Options with Service-Only Conditions

Activity for stock options that contain service-only vesting conditions was as follows:

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

Weighted

 

 

Remaining

 

 

 

 

 

Average

 

 

Contractual

 

 

Number of

 

 

Exercise

 

 

Life

 

 

Options

 

 

Price

 

 

(years)

Outstanding as of January 31, 2026

 

 

3,764,038

 

 

$

15.29

 

 

4.49

Granted

 

 

 

 

$

 

 

 

Exercised

 

 

(486,296

)

 

$

14.27

 

 

 

Cancelled/Forfeited

 

 

(12,945

)

 

$

34.08

 

 

 

Outstanding as of July 31, 2026

 

 

3,264,797

 

 

$

15.37

 

 

4.00

Exercisable as of July 31, 2026

 

 

3,264,797

 

 

$

15.37

 

 

4.00

 

There is no remaining unrecognized compensation cost related to stock options with service-only vesting conditions as of July 31, 2026.

Stock Options with Performance Conditions

Stock option activity for awards with performance conditions consisted of the following:

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

Weighted

 

 

Remaining

 

 

 

 

 

Average

 

 

Contractual

 

 

Number of

 

 

Exercise

 

 

Life

 

 

Options

 

 

Price

 

 

(years)

Outstanding as of January 31, 2026

 

 

687,797

 

 

$

13.53

 

 

4.97

Granted

 

 

 

 

$

 

 

 

Exercised

 

 

(196,945

)

 

$

14.32

 

 

 

Cancelled/Forfeited

 

 

(15,877

)

 

$

14.32

 

 

 

Outstanding as of July 31, 2026

 

 

474,975

 

 

$

13.17

 

 

4.43

Exercisable as of July 31, 2026

 

 

231,222

 

 

$

13.39

 

 

4.46

 

As of July 31, 2026, the Co-Founders held options to purchase 340,676 shares of Class B common stock that vest upon the satisfaction of both a service and performance condition. The performance condition was satisfied upon the effectiveness of the IPO in fiscal 2025 and the service condition will be satisfied over a four-year period commencing on the IPO date with 25% having vested one year from the date of the IPO and the remainder vesting monthly thereafter. The awards expire ten years from issuance. Stock-based compensation expense for these stock options was not material in the three and six months ended July 31, 2026, respectively, and unrecognized stock-based compensation expense for these stock options was less than $0.2 million as of July 31, 2026.

As of July 31, 2026, the Company had stock options outstanding to purchase 55,167 shares of Class A common stock that vest upon the satisfaction of both a service and performance condition. The performance condition was satisfied upon the effectiveness of the IPO in fiscal 2025 and the service condition will be satisfied over a one-year period commencing one year from the date of the IPO. The awards expire ten years from issuance. The Company recognized a credit of $0.6 million and $0.4 million in stock-based compensation expense for these stock options in the three and six months ended July 31, 2026, respectively, and unrecognized stock-based compensation expense for these stock options was less than $0.1 million as of July 31, 2026. The credit in stock-based compensation expense for the three and six months ended July 31, 2026 resulted primarily from award forfeitures related to an employee that terminated during the period.

RSUs with Service-Only Conditions

RSUs subject to service-only vesting condition requirements consisted of the following:

 

 

 

Restricted
Stock
Units

 

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

Unvested as of January 31, 2026

 

 

4,766,271

 

 

$

93.98

 

Granted

 

 

4,486,963

 

 

$

67.04

 

Released

 

 

(950,967

)

 

$

85.46

 

Forfeited

 

 

(632,438

)

 

$

89.61

 

Unvested as of July 31, 2026

 

 

7,669,829

 

 

$

79.63

 

 

Total unrecognized stock-based compensation expense related to RSUs with service-only conditions as of July 31, 2026 was $572.8 million, which is expected to be recognized over a remaining weighted average period of approximately 3.32 years.

RSUs with Performance or Market Conditions

RSU activity for awards with performance or market vesting conditions consisted of the following:

 

 

 

Restricted
Stock
Units

 

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

Unvested as of January 31, 2026

 

 

7,143,762

 

 

$

42.56

 

Granted

 

 

 

 

$

 

Released

 

 

(226,861

)

 

$

58.40

 

Forfeited

 

 

(38,410

)

 

$

62.53

 

Unvested as of July 31, 2026

 

 

6,878,491

 

 

$

41.92

 

As of July 31, 2026, the Company had 356,972 RSUs outstanding that vest upon the satisfaction of both a performance and service condition, where the performance condition was satisfied upon the effectiveness of the IPO and the service condition is satisfied over a period of approximately four years from the date of grant. In addition, the Company had 38,431 RSUs outstanding that vest upon the satisfaction of a performance and a service condition, where the performance condition was satisfied upon the completion of the IPO and the service condition will be satisfied over four quarterly periods commencing approximately one year after the date of the IPO. During the three and six months ended July 31, 2026, the Company recognized stock-based compensation expense of $0.6 million and $3.4 million, respectively, related to these RSUs. These amounts include expense reversals associated with forfeitures resulting from an employee that terminated during the period. Unrecognized stock-based compensation expense for these RSUs was $5.6 million as of July 31, 2026. These RSUs are to be settled in Class A common stock upon vesting.

In October 2024, the Company granted each of the Co-Founders an award of 3,241,544 performance-based RSUs (“Co-Founder RSUs”). Each performance-based RSU represents the right to be issued a share of Class B common stock following vesting. The performance-based RSUs vest based on achieving volume weighted-average closing trading prices of the Company’s common stock over a six-month or 90-day period, as applicable, ranging from $140.00 per share to $440.00 per share (the “stock price hurdle”), subject to the Co-Founders being employed as Chief Executive Officer, co-Chief Executive Officer or President as of the vesting date. Any RSUs for which the applicable stock price hurdle has not been achieved on or before October 21, 2034 will automatically be forfeited. The Company’s estimate of the grant date fair value of these RSUs of $263.6 million was estimated using a Monte Carlo simulation model that incorporates the likelihood of achieving the stock price hurdles. The Company commenced recognition of stock-based compensation expense upon completion of the IPO in fiscal 2025 over the estimated weighted-average derived service period of approximately five years. During the three and six months ended July 31, 2026, the Company recognized stock-based compensation expense of $13.5 million and $26.6 million, respectively, related to the Co-Founder RSUs. Unrecognized stock-based compensation expense for the Co-Founder RSUs was $168.4 million as of July 31, 2026 and is expected to be recognized over the remaining derived service period for each stock price hurdle tranche, unless the stock price hurdle is achieved prior to the end of derived service period in which case the expense for that stock price hurdle will be accelerated. As of July 31, 2026, the weighted average remaining derived service period for the Co-Founder RSUs was 3.3 years. The Co-Founder RSUs are to be settled in Class B common stock upon vesting.