Form 4: ICONIQ Partners Distribute Procore Shares

ICONIQ Strategic Partners entities and their general partners distributed Procore Technologies common stock to their limited partners for no consideration.

Summary

• ICONIQ Strategic Partners III, L.P. (ICONIQ III) distributed 813,479 shares of Procore Technologies, Inc. Common Stock to its limited partners and ICONIQ Strategic Partners III GP, L.P. (ICONIQ III GP) for no consideration on November 8, 2025.
• ICONIQ Strategic Partners III-B, L.P. (ICONIQ III-B) distributed 869,214 shares of Procore Technologies, Inc. Common Stock to its limited partners and ICONIQ III GP for no consideration on November 8, 2025.
• ICONIQ Strategic Partners III Co-Invest, L.P., Series P (ICONIQ III Co-Invest) distributed 317,307 shares of Procore Technologies, Inc. Common Stock to its limited partners and ICONIQ III GP for no consideration on November 8, 2025.
• ICONIQ III GP subsequently distributed the shares it received from ICONIQ III, ICONIQ III-B, and ICONIQ III Co-Invest to its partners, with some shares (82,478 from ICONIQ III, 77,492 from ICONIQ III-B, and 3,199 from ICONIQ III Co-Invest) to be distributed at a later date.
• Following these transactions, ICONIQ III beneficially owns 4,261,436 shares directly, ICONIQ III-B beneficially owns 4,553,403 shares indirectly, and ICONIQ III Co-Invest beneficially owns 1,662,226 shares indirectly.
• ICONIQ Strategic Partners III GP, L.P. beneficially owns 163,169 shares indirectly, representing shares received in the distributions.
• Other ICONIQ entities, including ICONIQ Strategic Partners IV, IV-B, IV Co-Invest, V, V-B, VI, and VI-B, continue to hold significant indirect beneficial ownership of Procore Common Stock, totaling 1,876,073, 3,108,450, 940,443, 115,070, 177,265, 857,031, and 1,069,534 shares respectively.
• Divesh Makan indirectly holds 2,840,841 shares through family and estate planning trusts, and Matthew Jacobson indirectly holds 958,125 shares through a trust, including shares received in the distributions.

Sentiment

Score: 5

Explanation: The filing reports internal distributions of shares for no consideration, which is a routine event for investment funds and does not indicate a positive or negative sentiment towards the issuer's performance or future prospects.

Positives

• The distributions were made for no consideration, indicating an internal restructuring or re-allocation of ownership rather than a market sale driven by a negative view of the company.
• The transactions are routine for investment funds as their portfolios mature, suggesting a planned unwinding of specific fund interests rather than an unexpected divestment.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Procore Technologies, Inc.'s future performance or outlook.

Management Comments

• ICONIQ III GP, ICONIQ Strategic Partners III TT GP, Ltd., ICONIQ Strategic Partners IV GP, L.P., ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V GP, L.P., ICONIQ Strategic Partners V TT GP, Ltd., ICONIQ Strategic Partners VI GP, L.P., ICONIQ Strategic Partners VI TT GP, Ltd., Divesh Makan, William J.G. Griffith, and Matthew Jacobson disclaim beneficial ownership of the reported securities for Section 16 purposes, except to the extent of their pecuniary interest therein, if any.
• The 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.

Industry Context

This Form 4 filing details an internal distribution of shares by a significant institutional investor (ICONIQ Strategic Partners) and its affiliates. Such distributions are common in the private equity and venture capital industry as funds mature and distribute assets to their limited partners. It primarily reflects the lifecycle of ICONIQ's investment in Procore Technologies rather than broader industry trends or competitive dynamics within the construction management software sector.

Related Party Transactions

• Distributions of Procore Technologies, Inc. Common Stock were made by ICONIQ Strategic Partners III, III-B, and III Co-Invest to their limited partners and ICONIQ III GP for no consideration.
• ICONIQ III GP subsequently distributed shares to its partners.

Stakeholder Impact

• Shareholders: The distributions are internal transfers and do not represent open market sales, thus having minimal direct impact on the public trading of Procore Technologies, Inc. shares. It clarifies the ownership structure of a significant institutional investor.
• Limited Partners of ICONIQ Funds: These distributions represent the return of assets to the limited partners of the ICONIQ funds.

Next Steps

• ICONIQ III GP is expected to distribute an additional 82,478 shares received from ICONIQ III at a later date.
• ICONIQ III GP is expected to distribute an additional 77,492 shares received from ICONIQ III-B at a later date.
• ICONIQ III GP is expected to distribute an additional 3,199 shares received from ICONIQ III Co-Invest at a later date.

Key Dates

Recommendation

The filing details internal distributions of shares by a 10% owner and director for no consideration, which is a routine event for investment funds. It does not reflect on the operational performance or future prospects of Procore Technologies, Inc., thus providing no basis for a change in investment thesis.

Keywords

PROCORE TECHNOLOGIES, PCOR, SEC Form 4, Beneficial Ownership, Stock Distribution, ICONIQ Strategic Partners, Insider Transaction, Equity Transfer