Form 4: ICONIQ Strategic Partners Distributes Procore Shares

ICONIQ Strategic Partners III GP, L.P. reported a distribution of 507,452 shares of Procore Technologies common stock to its limited partner for no consideration.

Summary

• ICONIQ Strategic Partners III GP, L.P. (the 'Reporting Person') distributed 507,452 shares of Procore Technologies, Inc. (PCOR) Common Stock on March 12, 2026.
• The distribution was made for no consideration to the Reporting Person's limited partner, representing a pro rata interest in previously received shares.
• Following this transaction, ICONIQ Strategic Partners III GP, L.P. directly holds 0 shares of Procore Technologies Common Stock.
• Various ICONIQ Strategic Partners entities continue to hold significant indirect beneficial ownership, totaling 14,620,931 shares across multiple funds.
• Divesh Makan, a director and 10% owner, beneficially owns 3,348,293 shares indirectly through family and estate planning trusts, which includes the 507,452 distributed shares.
• The distribution was conducted in accordance with exemptions under Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as it represents a routine internal restructuring of share ownership by a significant institutional investor rather than a market sale or a reflection of the issuer's operational performance.

Positives

• The continued significant indirect beneficial ownership by various ICONIQ Strategic Partners entities, totaling over 14.6 million shares, indicates a substantial and ongoing institutional investment in Procore Technologies.
• The transaction represents an internal restructuring of ownership within the ICONIQ group, rather than an open market sale, suggesting no immediate change in overall investment thesis.

Negatives

• The direct beneficial ownership of 507,452 shares by ICONIQ Strategic Partners III GP, L.P. was reduced to zero following the distribution, although this was an internal transfer.

Risks

• No specific risks to the issuer's operations or financial health are detailed in this insider transaction report.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Procore Technologies' future performance or strategic direction.

Management Comments

• No strategic or operational comments from management are included in this filing, which is typical for a Form 4.

Industry Context

StockSavvy.ai notes that this Form 4 filing is a routine disclosure of an insider transaction, specifically an internal distribution of shares by a major institutional investor. It does not provide insights into broader industry trends or competitive positioning for Procore Technologies, Inc.

Comparison to Industry Standards

• N/A This Form 4 reports an insider transaction and does not contain performance metrics or operational results that can be compared to industry benchmarks or specific comparable companies.

Related Party Transactions

• The distribution of 507,452 shares by ICONIQ Strategic Partners III GP, L.P. to its limited partner for no consideration is a related party transaction within the ICONIQ investment group.
• The complex general partner and equity holder relationships among various ICONIQ entities (e.g., ICONIQ III GP, ICONIQ III Parent GP, Divesh Makan, William J.G. Griffith, Matthew Jacobson) highlight the interconnected nature of the beneficial ownership.

Stakeholder Impact

• Shareholders: Minimal direct impact as the transaction is an internal transfer within a major institutional investor group and does not involve an open market sale that would affect liquidity or price directly.
• Employees, Customers, Suppliers, Creditors: No discernible direct impact on these stakeholders as the filing pertains solely to beneficial ownership changes by an insider.

Next Steps

• No specific future actions, events, or milestones for Procore Technologies are mentioned in this insider transaction report.

Key Dates

Keywords

Procore Technologies, PCOR, ICONIQ Strategic Partners, Insider Transaction, Form 4, Beneficial Ownership, Share Distribution, Institutional Investor