Form 4: Procore Director Reports Significant Share Distributions

William J.G. Griffith, a Director and 10% owner of Procore Technologies, Inc., reported changes in beneficial ownership due to distributions from ICONIQ Strategic Partners funds.

Summary

• William J.G. Griffith, a Director and 10% Owner of Procore Technologies, Inc. (PCOR), filed a Form 4 reporting changes in beneficial ownership of Common Stock.
• On November 14, 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. for no consideration.
• On the same date, ICONIQ Strategic Partners III-B, L.P. distributed 869,213 shares of Procore Common Stock to its limited partners and ICONIQ Strategic Partners III GP, L.P. for no consideration.
• Also on November 14, 2025, ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed 317,308 shares of Procore Common Stock to its limited partners and ICONIQ Strategic Partners III GP, L.P. 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.
• Following these transactions, Mr. Griffith's direct beneficial ownership stands at 3,279,788 shares, held through family and estate planning trusts, which includes 172,231 shares received from the described distributions.
• Mr. Griffith also maintains indirect beneficial ownership through various ICONIQ Strategic Partners funds, including 3,447,957 shares via ICONIQ Strategic Partners III, L.P., 3,684,190 shares via ICONIQ Strategic Partners III-B, L.P., and 1,344,918 shares via ICONIQ Strategic Partners III Co-Invest, L.P., Series P, among others.

Sentiment

Score: 5

Explanation: This is a routine Form 4 filing reporting changes in beneficial ownership due to distributions from investment funds, with no direct positive or negative implications for the company's operational performance or financial health.

Future Outlook

The filing indicates that certain shares from the distributions (82,478 ICONIQ III Shares, 77,492 ICONIQ III-B Shares, and 12,172 ICONIQ III Co-Invest Shares) are to be distributed at a later date by ICONIQ III GP to its partners.

Management Comments

• The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
• This report shall not be deemed an admission that the Reporting Person 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 filing is a routine disclosure of changes in beneficial ownership by an insider and does not provide specific insights into broader industry trends or competitive landscape for Procore Technologies, Inc.

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 limited partners and ICONIQ Strategic Partners III GP, L.P. for no consideration.
• Further distributions from ICONIQ Strategic Partners III GP, L.P. to its partners for no consideration.
• The Reporting Person, William J.G. Griffith, is a General Partner and Managing Director at ICONIQ Capital and an equity holder in various ICONIQ Strategic Partners entities, indicating these are transactions among related parties.

Stakeholder Impact

• Minimal direct impact on shareholders as this is a change in beneficial ownership structure rather than a sale or purchase of shares on the open market.
• The distributions represent a restructuring of ownership within the ICONIQ investment vehicles and to their underlying partners.

Next Steps

• Distribution of 82,478 ICONIQ III Shares by ICONIQ III GP to its partners at a later date.
• Distribution of 77,492 ICONIQ III-B Shares by ICONIQ III GP to its partners at a later date.
• Distribution of 12,172 ICONIQ III Co-Invest Shares by ICONIQ III GP to its partners at a later date.

Key Dates

Keywords

Procore Technologies, PCOR, SEC Form 4, Beneficial Ownership, ICONIQ Capital, Stock Distribution, William J.G. Griffith, Director, 10% Owner