Form 4: ICONIQ Director Griffith Reports Procore Share Distributions

William J.G. Griffith, a Director and 10% owner of Procore Technologies, Inc., reported the distribution of over 2 million shares of common stock from ICONIQ funds for no consideration.

Summary

• William J.G. Griffith, a Director and 10% owner of Procore Technologies, Inc. (PCOR), reported changes in beneficial ownership.
• On December 3, 2025, ICONIQ Strategic Partners III, L.P. distributed 813,479 shares of Procore Common Stock to its limited partners and ICONIQ Strategic Partners III GP, L.P. for no consideration.
• On the same date, ICONIQ Strategic Partners III-B, L.P. distributed 869,214 shares of Procore Common Stock to its limited partners and ICONIQ Strategic Partners III GP, L.P. for no consideration.
• Also on December 3, 2025, ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed 317,307 shares of Procore Common Stock to its limited partners and ICONIQ Strategic Partners III GP, L.P. for no consideration.
• These distributions were made in accordance with exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• Following these transactions, the reporting person's directly and indirectly beneficially owned shares include 2,634,478 shares directly (from ICONIQ III distribution), 2,814,976 indirectly (from ICONIQ III-B distribution), 1,027,611 indirectly (from ICONIQ III Co-Invest distribution), and various other indirect holdings through other ICONIQ funds (IV, V, VI) totaling over 10 million shares.
• The reporting person also directly holds 3,452,020 shares through family trusts.
• The reporting person disclaims beneficial ownership of the reported securities for Section 16 purposes, except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: The filing reports a change in beneficial ownership due to distributions from investment funds for no consideration, which is a neutral event for the company's operational performance. It reflects a structural change in ownership rather than a positive or negative operational development.

Positives

• The distributions were made for 'no consideration,' indicating a transfer of ownership within the ICONIQ fund structure rather than a sale into the open market.
• The transactions were conducted under specific SEC exemptions (Rules 16a-13 and 16a-9), indicating compliance with regulatory requirements.

Future Outlook

The filing indicates that some shares from the ICONIQ III, ICONIQ III-B, and ICONIQ III Co-Invest distributions (82,478, 77,491, and 12,172 shares respectively) are yet to be distributed at a later date.

Management Comments

• The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
• This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Industry Context

This Form 4 reflects a routine change in beneficial ownership for a director and significant shareholder of a publicly traded technology company, common for private equity or venture capital funds as they mature and distribute assets to their limited partners. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Distributions of Procore Common Stock were made by ICONIQ Strategic Partners III, III-B, and III Co-Invest to their limited partners and ICONIQ III GP, and subsequently by ICONIQ III GP to its partners. William J.G. Griffith is a General Partner and Managing Director at ICONIQ Capital and an equity holder in various ICONIQ Parent GPs, indicating these are transactions within related ICONIQ entities and their partners.

Stakeholder Impact

• Shareholders: The distributions result in a change in the indirect beneficial ownership structure of Procore shares held by ICONIQ funds, potentially increasing the number of individual shareholders or changing the concentration of ownership among ICONIQ's limited partners.
• Reporting Person: William J.G. Griffith's direct and indirect beneficial ownership of Procore shares has been adjusted to reflect the distributions from the ICONIQ funds.

Next Steps

• Distribution of remaining shares (82,478 from ICONIQ III, 77,491 from ICONIQ III-B, and 12,172 from ICONIQ III Co-Invest) at a later date.

Key Dates

Keywords

Procore Technologies, PCOR, SEC Form 4, Beneficial Ownership, Insider Transaction, ICONIQ Capital, Stock Distribution, Director, 10% Owner