Form 4: Procore Director Reports ICONIQ Fund Share Distributions

William J.G. Griffith, a Director and 10% owner of Procore Technologies, reported internal distributions of common stock from ICONIQ Strategic Partners funds.

Summary

• William J.G. Griffith, a Director and 10% owner of Procore Technologies, Inc. (PCOR), filed a Form 4 detailing changes in beneficial ownership.
• The filing reports distributions of common stock from several ICONIQ Strategic Partners funds for no consideration on November 8, 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.
• 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.
• 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.
• These distributions were made pro rata and in accordance with exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• Following these transactions, Mr. Griffith directly beneficially owns 3,107,557 shares through family trusts.
• Mr. Griffith indirectly beneficially owns shares through various ICONIQ Strategic Partners funds, including 4,261,436 shares via ICONIQ Strategic Partners III, L.P., 4,553,403 shares via ICONIQ Strategic Partners III-B, L.P., and 1,662,226 shares via ICONIQ Strategic Partners III Co-Invest, L.P., Series P, among others.
• Mr. Griffith disclaims beneficial ownership of the reported securities for Section 16 purposes, except to the extent of his pecuniary interest therein.

Sentiment

Score: 5

Explanation: The filing reports internal distributions of shares for no consideration, which are administrative changes in beneficial ownership rather than market transactions indicating positive or negative sentiment towards the company's prospects.

Positives

• The reporting person, a Director and 10% owner, maintains significant direct and indirect beneficial ownership in Procore Technologies, indicating continued alignment with shareholder interests.

Negatives

• The filing does not contain information that would be considered negative, as it details internal distributions rather than market sales or adverse company events.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 reflects an administrative change in beneficial ownership by a director and significant shareholder, common for private equity or venture capital funds distributing shares of portfolio companies to their limited partners post-IPO. It does not provide insights into broader industry trends or competitive landscape.

Related Party Transactions

• The distributions are from ICONIQ Strategic Partners funds, where the reporting person, William J.G. Griffith, is a General Partner and Managing Director at ICONIQ Capital, and an equity holder in the general partners of these funds. These distributions are pro-rata to partners for no consideration.

Stakeholder Impact

• Shareholders: The administrative nature of these distributions for no consideration is unlikely to have a significant direct impact on existing shareholders, as it does not represent a market sale or purchase.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• ICONIQ Strategic Partners III GP, L.P. has remaining ICONIQ III Shares (82,478), ICONIQ III-B Shares (77,492), and ICONIQ III Co-Invest Shares (3,199) to be distributed at a later date.

Key Dates

Keywords

Procore Technologies, PCOR, Form 4, Insider Ownership, Beneficial Ownership, ICONIQ Capital, Stock Distribution, Director Holdings, SEC Filing