Form 4: Procore Director Sells Over 200K Shares in Pre-Planned Sale

Procore Technologies Director and 10% Owner William J.G. Griffith sold 207,474 shares of common stock for approximately $15 million through a pre-arranged trading plan.

Summary

• William J.G. Griffith, a Director and 10% Owner of Procore Technologies, Inc. (PCOR), reported a sale of common stock.
• The transaction involved the disposition of 207,474 shares of common stock on December 15, 2025.
• The shares were sold at a weighted average price of $72.298 per share, with prices ranging from $72.11 to $72.59.
• The total value of the shares sold is approximately $15,000,000 (207,474 shares * $72.298/share).
• The sale was conducted pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
• Following this transaction, Mr. Griffith directly beneficially owns 3,244,546 shares of common stock through his family trust and another estate planning trust.
• Mr. Griffith also has indirect beneficial ownership through various ICONIQ Strategic Partners funds, totaling over 14 million shares across multiple entities.

Sentiment

Score: 5

Explanation: The filing reports a factual insider transaction. While a large insider sale can sometimes be viewed negatively, the disclosure that it was made pursuant to a Rule 10b5-1(c) plan mitigates immediate negative sentiment, indicating a pre-scheduled diversification or liquidity event rather than a reaction to new, adverse information.

Negatives

• A significant sale of shares by a director and 10% owner could be perceived negatively by some investors, although the transaction was pre-planned under Rule 10b5-1(c).

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance.

Industry Context

This insider transaction report is specific to Procore Technologies and its director. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• The reporting person, William J.G. Griffith, is a General Partner and Managing Director at ICONIQ Capital. He has indirect beneficial ownership of Procore shares through various ICONIQ Strategic Partners funds, where he is an equity holder or general partner. He disclaims beneficial ownership of these indirectly held securities except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders may observe the sale by a director and 10% owner, which could influence market perception, although the pre-planned nature of the sale (10b5-1 plan) often reduces concerns about its implications for the company's future.

Key Dates

Keywords

PROCORE TECHNOLOGIES, PCOR, Insider Trading, Form 4, Stock Sale, William J.G. Griffith, ICONIQ Capital, 10b5-1 Plan