Form 4: Procore Director Sells $3M in Shares

A director and 10% owner of Procore Technologies, Inc. sold over 46,000 shares of common stock for approximately $3 million in August 2025.

Summary

• William J.G. Griffith, a Director and 10% Owner of Procore Technologies, Inc. (PCOR), reported sales of common stock.
• On August 13, 2025, a total of 46,190 shares of PCOR common stock were sold across four transactions.
• The sales were executed by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P., entities where Mr. Griffith holds a significant role.
• The shares were sold at weighted average prices of $64.951 and $65.4133 per share.
• The total value of the shares sold is approximately $3,000,450.
• Following these transactions, Mr. Griffith's reported beneficial ownership includes 2,944,302 shares held directly and 20,621,959 shares held indirectly through various ICONIQ Strategic Partners entities, totaling 23,566,261 shares.
• Mr. Griffith disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to the significant insider selling by a director and 10% owner. While such sales can be for personal financial planning, they are often interpreted by the market as a bearish signal, potentially indicating a belief that the stock's value may not appreciate significantly in the near term.

Negatives

• The sale of a significant number of shares by a director and 10% owner could be interpreted by the market as a signal of reduced confidence in the company's near-term prospects, potentially leading to negative investor sentiment.

Risks

• The reporting person disclaims beneficial ownership of the securities reported, except to the extent of his pecuniary interest, which is a standard legal disclaimer but highlights the complex ownership structure through various limited partnerships.

Future Outlook

This filing is a report of past insider transactions and does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (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 Form 4 filing reports an insider stock sale, which is a routine disclosure for publicly traded companies. It does not provide specific insights into broader industry trends or competitive landscape, but insider selling can sometimes be viewed in the context of overall market sentiment or sector-specific performance.

Comparison to Industry Standards

• Insider selling, particularly by a director and significant owner, is a common occurrence across industries. However, the scale of this transaction (approximately $3 million) is notable.
• While not directly comparable to specific company results, such sales are often scrutinized against the backdrop of the company's recent financial performance and stock price trajectory relative to its peers in the construction management software industry, such as Autodesk (ADSK) or Bentley Systems (BSY).

Related Party Transactions

• The sales were conducted by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P., which are entities where the reporting person, William J.G. Griffith, serves as a General Partner and Managing Director at ICONIQ Capital, and is an equity holder in the general partners of these funds. This indicates a transaction involving entities closely affiliated with a company insider.

Stakeholder Impact

• Shareholders: May interpret the insider sale as a negative signal, potentially leading to decreased investor confidence and downward pressure on the stock price.
• Employees, Customers, Suppliers, Creditors: Unlikely to have a direct impact from this specific insider transaction, as it primarily relates to ownership changes rather than operational or strategic shifts.

Key Dates

Recommendation

While insider selling can be a negative signal, a single Form 4 filing, even for a significant amount, does not necessarily warrant a 'sell' recommendation without broader context of the company's financial health, industry trends, and other market factors. It suggests caution, leading to a 'hold' recommendation for investors to further evaluate the company's fundamentals and other market signals.

Keywords

Procore, PCOR, Insider Trading, Form 4, Stock Sale, Director, 10% Owner, ICONIQ Capital, Equity Transaction