Form 4: ICONIQ distributes 2M Procore shares to LPs

ICONIQ-affiliated funds made pro rata, no-consideration distributions of 2,000,000 Procore shares to limited partners, with 172,142 shares slated for later distribution.

Summary

• On 11/14/2025, ICONIQ Strategic Partners III, L.P. (813,479 shares), ICONIQ Strategic Partners III-B, L.P. (869,213 shares), and ICONIQ Strategic Partners III Co-Invest, L.P., Series P (317,308 shares) distributed a total of 2,000,000 Procore common shares to their limited partners and to ICONIQ Strategic Partners III GP, L.P., for no consideration.
• Distributions were made pursuant to Exchange Act Rules 16a-13 and 16a-9.
• ICONIQ Strategic Partners III GP, L.P. further distributed the shares it received to its partners, excluding 82,478 (III), 77,492 (III-B), and 12,172 (III Co-Invest) shares (total 172,142) to be distributed at a later date.
• Post-transaction beneficial ownership reported includes (shares): ICONIQ III 3,447,957; ICONIQ III-B 3,684,190; ICONIQ III Co-Invest 1,344,918; ICONIQ III GP 335,311; ICONIQ IV 1,876,073; ICONIQ IV-B 3,108,450; ICONIQ IV Co-Invest 940,443; ICONIQ V 115,070; ICONIQ V-B 177,265; ICONIQ VI 857,031; ICONIQ VI-B 1,069,534; Divesh Makan (through trusts) 2,840,841; Matthew Jacobson (through trust) 1,044,980.
• Reporting persons remain 10% owners and disclaim beneficial ownership beyond pecuniary interest, as customary.
• All signatures dated 11/18/2025.

Sentiment

Score: 5

Explanation: Neutral event: in-kind distributions for no consideration with no issuer dilution or declared sales; however, wider share dispersion among LPs may increase potential selling overhang.

Positives

• No sale of shares for value occurred; distributions were for no consideration, implying no open-market selling in these reported transactions.
• Clear disclosure of large continuing positions (e.g., ICONIQ III 3,447,957 shares; ICONIQ III-B 3,684,190; ICONIQ III Co-Invest 1,344,918) provides visibility into remaining holdings.
• Use of Rule 16a-13 and Rule 16a-9 clarifies the regulatory basis for in-kind distributions.

Negatives

• In-kind distributions to many limited partners can create potential selling overhang as shares move to multiple recipients.
• 172,142 shares remain to be distributed at a later date, extending potential near-term supply.
• Complex multi-entity structure (various ICONIQ funds and GPs) complicates tracking ultimate ownership and potential selling dynamics.

Future Outlook

Remaining 172,142 shares from the GP’s allocations are expected to be distributed to partners at a later date; no guidance on timing or any planned market sales is provided.

Management Comments

• Distributions on 11/14/2025 were made for no consideration and in accordance with Exchange Act Rules 16a-13 and 16a-9.
• ICONIQ III GP distributed the shares it received to its partners, excluding specified amounts to be distributed later (82,478; 77,492; 12,172 shares).
• Reporting persons disclaim beneficial ownership of the securities beyond their pecuniary interest.

Industry Context

Sponsor-to-LP in-kind distributions of public holdings are common as funds season positions; this action aligns with typical venture/private equity exit mechanics and does not necessarily signal open-market sale activity.

Comparison to Industry Standards

• Mechanics align with standard GP-to-LP in-kind distributions under Rules 16a-13 and 16a-9, frequently used by sponsors when distributing public equity to investors.
• Absence of open-market sales in the reported transactions is consistent with best-practice distributions intended to avoid price impact at execution.
• Remaining residual shares to be distributed later is also typical administrative sequencing seen in sponsor distributions.

Related Party Transactions

• Pro rata, in-kind distributions by ICONIQ III, ICONIQ III-B, and ICONIQ III Co-Invest to their limited partners and to ICONIQ III GP, followed by GP distributions to its partners.

Stakeholder Impact

• Shareholders: Potential increase in free-floating shares held by multiple LPs may create selling overhang.
• LPs/Partners: Receive liquid public shares pro rata, enhancing flexibility to manage exposure.
• Issuer: No dilution or capital inflow; ownership base becomes more distributed among investors.

Next Steps

• Completion of later distributions totaling 172,142 shares by ICONIQ Strategic Partners III GP, L.P. to its partners.

Key Dates

Keywords

Procore Technologies, PCOR, ICONIQ Strategic Partners, Form 4, insider ownership, in-kind distribution, Rule 16a-13, Rule 16a-9, 10% owner, beneficial ownership