ServiceTitan, Inc. Stock Compensation Disclosure

The Company has granted stock-based awards under its 2015 Stock Plan and 2024 Incentive Award Plan. The Company stopped granting new stock-based awards under its 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 January 31, 2026, there were 13,436,003 and 24,177,851 shares of common stock authorized and reserved for issuance under the 2015 Stock Plan and 2024 Incentive Award Plan, respectively.

As of January 31, 2026, there were 21,283,612 shares of common stock available for future issuance under the 2024 Incentive Award Plan.

Additionally, the Company adopted an employee stock purchase program 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 January 31, 2026, there were 4,367,264 shares authorized under the 2024 ESPP. As of January 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 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 January 31, 2026, there were 31,626 shares of Class A common stock issuable pursuant to the Conduit RSUs under the Conduit Plan. The Company recognized stock-based compensation expense of $1.3 million during fiscal 2026 and unrecognized stock-based compensation expense was $2.7 million as of January 31, 2026.

In addition, there were 52,054 shares of Class A common stock 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, and the remaining shares released in equal amounts every quarter thereafter for the remaining two years. The Company recognized stock-based compensation expense of $0.6 million during fiscal 2026 and unrecognized stock-based compensation expense was $4.7 million as of January 31, 2026.

Fiscal 2024 Tender Offer

Concurrent with entering into the Series H-1 redeemable convertible preferred stock purchase agreement in July 2023, the Company facilitated a tender offer whereby the Series H-1 redeemable convertible preferred stock investors purchased shares of the Company’s common stock from current and former employees and consultants, and certain existing investors. The tender offer was completed in July 2023. As a result, Series H-1 redeemable convertible preferred stock investors purchased an aggregate of 1,942,709 shares of the Company’s common stock at a purchase price of $70.00 per share for proceeds to the selling stockholders of $136.0 million. The purchase price in this tender offer transaction was in excess of the estimated fair value of the common stock of $62.28 per share at the time of the transaction. As a result, during fiscal 2024, the Company recorded the excess of the purchase price over the fair value as stock-based compensation expense of $14.0 million which is included in the table below for shares purchased from current and former employees and consultants.

Fiscal 2025 Tender Offer

The Company presented a tender offer to employees who held stock options with exercise prices of $63.55 and above whereby the employees could exchange the options for restricted stock units (“RSUs”) at a ratio of one RSU for every two stock options. The tender offer window closed on May 15, 2024. As a result, 207,784 stock options with service-only vesting conditions were cancelled and exchanged for 103,888 RSUs. The replacement RSUs 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 two years from June 15, 2024, subject to the employee continuing to provide service to the Company through the date that is two weeks following the expiration of the restrictions on sales of common stock following the IPO, which was June 24, 2025 (the “RSU Release Date”). The exchange was accounted for as a modification and resulted in an incremental stock-based compensation charge of $1.3 million upon the effectiveness of the IPO in fiscal 2025 and $0.9 million to be recognized ratably over the remaining requisite service period ending June 15, 2026. In addition, as part of the fiscal 2025 tender offer, 36,000 stock options with revenue performance vesting conditions and an exercise price of $63.55 were exchanged for 18,000 RSUs and retained the same revenue performance condition, resulting in an incremental stock-based compensation charge of $0.2 million at the time of the close of the tender offer and $0.2 million was recognized ratably through October 31, 2025.

Stock-based Compensation

Stock Options with Service-Only Conditions

Stock options granted to purchase shares of the Company’s common stock vest at varying rates, but generally over four years with 25% vesting upon completion of one year of service and the remainder vesting monthly thereafter. All stock options with service-only conditions are exercisable into Class A common stock upon vesting. Activity for stock options that contain service only vesting conditions was as follows:

There were no stock options granted in fiscal 2026, fiscal 2025 or fiscal 2024.

Total unrecognized compensation cost related to stock options with service only vesting conditions as of January 31, 2026 was $1.4 million, which is expected to be recognized over a remaining weighted average period of approximately 0.37 years. The total intrinsic value of options exercised was $184.6 million, $36.7 million, and $43.4 million for fiscal 2026, fiscal 2025 and fiscal 2024, respectively.

Stock Options with Performance Conditions

As of January 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% vesting one year from the date of the IPO and the remainder vesting monthly thereafter. The awards expire ten years from issuance. The Company recognized stock-based compensation for these stock options of $0.2 million and $1.1 million in fiscal 2026 and fiscal 2025, respectively, and unrecognized stock-based compensation expense for these stock options was $0.2 million as of January 31, 2026.

As of January 31, 2026, the Company had stock options outstanding to purchase 122,773 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 stock-based compensation expense for these stock options of $1.5 million and $4.8 million in fiscal 2026 and fiscal 2025, respectively, and unrecognized stock-based compensation expense for these stock options was $0.5 million as of January 31, 2026.

During fiscal 2024, the Company did not recognize any stock-based compensation expense associated with stock options containing a liquidity event-related performance condition as the achievement of such condition was not deemed probable.

As of January 31, 2026, the Company had options to purchase 224,348 shares of Class A common stock outstanding that cliff vest upon the achievement of a performance condition, and the employees providing continuous service to the Company through the date the performance condition was met. The Company recognized $3.5 million and $3.7 million in stock-based compensation expense in fiscal 2026 and fiscal 2025, respectively. In September 2025, the audit committee of the board of directors concluded that the performance condition related to these stock options was met during the three months ended July 31, 2025 and, as a result, there was no remaining unrecognized stock-based compensation for these stock options as of January 31, 2026.

RSUs with Service-Only Conditions

RSUs vest at varying rates, but generally either over four years with 25% vesting upon completion of one year of service and the remainder vesting quarterly thereafter, or ratably on a quarterly basis over four years. RSUs with service-only conditions are settled in Class A common stock upon vesting. The weighted average grant date fair value per share of RSUs granted during fiscal 2026, fiscal 2025, and fiscal 2024 was $115.08, $64.27, and $62.26 respectively. The total fair value of RSUs vested during fiscal 2026, fiscal 2025, and fiscal 2024 was $188.7 million, $48.8 million, and $49.3 million, respectively. Total unrecognized stock-based compensation expense related to RSUs as of January 31, 2026 was $415.9 million which is expected to be recognized over a remaining weighted average period of approximately 2.99 years.

RSUs with Performance or Market Conditions

The Company had previously issued RSUs that cliff vest upon the achievement of a performance condition, and the employees providing continuous service to the Company through the date the performance condition was met. The Company recognized a credit to stock-based compensation expense related to these awards of $0.7 million in fiscal 2026, primarily attributable to forfeitures resulting from employee terminations and the accounting impact of modifications to certain equity awards. The Company recognized $0.6 million in stock-based compensation expense in fiscal 2025. In September 2025, the audit committee of the board of directors concluded that the performance condition related to these RSUs was met during the three months ended July 31, 2025 and, as a result, all of such RSUs vested and settled in Class A common stock. As of January 31, 2026, none of these RSUs remained outstanding, and there was no remaining unrecognized stock-based compensation expense for these RSUs.

As of January 31, 2026, the Company had 558,698 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 subject to the employee continuing to provide service to the Company through the RSU Release Date. In addition, the Company had 76,859 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 fiscal 2026 and fiscal 2025, the Company recognized stock-based compensation expense of $16.0 million and $47.2 million, respectively, related to these awards and unrecognized stock-based compensation expense for these RSUs was $11.4 million as of January 31, 2026. These RSUs are to be settled in Class A common stock upon vesting.

As a result of the fiscal 2025 tender offer, the Company had 23,161 RSUs outstanding as of January 31, 2026 that vest upon the satisfaction of both a two-year service condition and a performance condition where the performance condition was satisfied upon the effectiveness of the IPO and the service condition is satisfied over a period of approximately two years from the date the tender offer closed, subject to the employee continuing to provide service to the Company through the RSU Release Date. During fiscal 2026 and fiscal 2025, the Company recognized stock-based compensation expense of $0.6 million and $1.4 million, respectively, related to these awards and unrecognized stock-based compensation expense for these RSUs was less than $0.1 million as of January 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 on or after 180 days following the completion of an initial public offering 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, and recognized aggregate stock-based compensation for the portion of the service period satisfied through January 31, 2025 during the fourth quarter of fiscal 2025. During fiscal 2026 and fiscal 2025, the Company recognized stock-based compensation expense of $53.6 million and $15.0 million, respectively, related to these awards. Unrecognized stock-based compensation expense for these RSUs was $195.0 million as of January 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 January 31, 2026, the weighted average remaining derived service period for these RSUs was 3.83 years. These RSUs are to be settled in Class B common stock upon vesting.

During fiscal 2024, the Company did not recognize any stock-based compensation expense associated with RSUs containing a liquidity event-related performance condition as the achievement of such condition was not deemed probable.