Form 4: ICONIQ Entities Distribute Procore Shares

ICONIQ Strategic Partners and related entities reported significant distributions of Procore Technologies common stock to their partners, alongside a gift by Matthew Jacobson.

Summary

• ICONIQ Strategic Partners III, L.P. distributed 813,479 shares of Procore Technologies, Inc. common stock to its limited partners and general partner on December 3, 2025, for no consideration.
• ICONIQ Strategic Partners III-B, L.P. distributed 869,214 shares of Procore Technologies, Inc. common stock to its limited partners and general partner on December 3, 2025, for no consideration.
• ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed 317,307 shares of Procore Technologies, Inc. common stock to its limited partners and general partner on December 3, 2025, 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.
• Matthew Jacobson made a bona fide gift of 7,115 shares of Procore Technologies, Inc. common stock to a donor-advised fund on November 21, 2025.
• Following these transactions, various ICONIQ entities and individuals continue to hold significant indirect beneficial ownership in Procore Technologies, Inc.

Sentiment

Score: 5

Explanation: The filing reports internal distributions of shares by investment funds to their partners and a gift by an individual, rather than open market sales or purchases. These transactions are typically for portfolio management or personal reasons and do not inherently reflect a positive or negative outlook on the issuer's future performance.

Positives

• The distributions were made for no consideration, indicating an internal restructuring or return of capital rather than a sale into the open market.
• The transactions were conducted under specific SEC exemptions (Rules 16a-13 and 16a-9), suggesting compliance with regulatory requirements.

Negatives

• The distributions represent a reduction in direct beneficial ownership for the distributing entities, which could be perceived as a reduction in conviction, though it is likely an internal fund distribution.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the issuer's future performance.

Management Comments

• Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any.
• This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
• Makan disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
• Jacobson disclaims beneficial ownership of the shares held by such trust for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.

Industry Context

This filing is an insider transaction report and does not provide information relevant to broader industry trends or competitors.

Related Party Transactions

• Distributions of Procore common stock from ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., and ICONIQ Strategic Partners III Co-Invest, L.P., Series P to their respective limited partners and general partner (ICONIQ III GP) for no consideration.
• Further distributions by ICONIQ III GP to its partners.

Stakeholder Impact

• Shareholders: The distributions increase the number of individual shareholders or entities directly holding Procore shares, potentially increasing liquidity over time if these new holders decide to sell. However, the immediate impact on the public float is minimal as it is a transfer of ownership within a related group.
• ICONIQ Partners: Partners of the ICONIQ funds received Procore shares directly, representing a return of capital in kind.

Next Steps

• ICONIQ III GP will distribute 82,478 ICONIQ III Shares at a later date.
• ICONIQ III GP will distribute 77,491 ICONIQ III-B Shares at a later date.
• ICONIQ III GP will distribute 12,172 ICONIQ III Co-Invest Shares at a later date.

Key Dates

Recommendation

This Form 4 primarily details internal distributions of shares by investment funds to their partners and a gift by an individual. These transactions are typically for portfolio management or personal reasons and do not provide a strong signal for buying or selling the stock based on the issuer's fundamental performance or future prospects. Therefore, a 'hold' recommendation is appropriate as the filing does not present new information to alter an existing investment thesis.

Keywords

Procore Technologies, PCOR, ICONIQ Strategic Partners, SEC Form 4, Beneficial Ownership, Stock Distribution, Insider Transaction, Equity Transfer, Gift of Shares