Form 4: Procore Technologies Director and 10% Owner Reports Significant Pre-Planned Stock Sales

William J.G. Griffith, a Director and 10% owner of Procore Technologies, Inc., reported the pre-planned sale of over 300,000 shares of common stock through affiliated ICONIQ funds and personal trusts.

Summary

• William J.G. Griffith, a Director and 10% owner of Procore Technologies, Inc. (PCOR), reported multiple sales of common stock.
• The transactions are scheduled for June 13, 2025, and the Form 4 filing date is June 17, 2025, indicating these are pre-planned sales under a Rule 10b5-1(c) plan.
• A total of 309,168 shares of common stock were sold across several transactions.
• Sales were executed at weighted average prices ranging from $64.4891 to $65.9789 per share.
• The sales were primarily conducted by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P., entities where Mr. Griffith holds an indirect interest.
• Following these transactions, the indirect beneficial ownership of ICONIQ Strategic Partners IV, L.P. is 1,893,458 shares and ICONIQ Strategic Partners IV-B, L.P. is 3,137,255 shares from the latest reported sales.
• Mr. Griffith also holds indirect beneficial ownership through various other ICONIQ Strategic Partners funds (III, V, VI series) and directly through his family trust and another estate planning trust, totaling 2,944,302 direct shares.
• The filing explicitly states that the transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to significant insider selling by a director and 10% owner. While the sales are under a 10b5-1 plan, which mitigates some of the negative implications, the sheer volume of shares sold can still be interpreted as a bearish signal by investors.

Positives

• The sales were conducted under a Rule 10b5-1(c) plan, which indicates that the transactions were pre-planned and not a reaction to immediate, undisclosed negative news, thereby reducing concerns about insider trading based on material non-public information.

Negatives

• Significant insider selling by a director and 10% owner, totaling over 300,000 shares, can be perceived negatively by the market as it reduces insider alignment with shareholder interests.
• The substantial volume of shares sold, with an approximate total value exceeding $20 million, could lead to negative market sentiment.

Risks

• Potential negative market perception due to significant insider selling, which could put downward pressure on Procore Technologies' stock price.
• Reduced insider ownership, even if pre-planned, might be interpreted by some investors as a signal of diminishing confidence in the company's future growth prospects.

Future Outlook

The document is a Form 4 filing reporting insider stock transactions and does not contain any 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 routine insider stock sales under a pre-arranged plan. Such sales are common for executives and large shareholders for diversification or liquidity purposes and do not inherently reflect specific industry trends. Procore Technologies operates in the construction management software industry, and these transactions do not provide direct insights into broader industry dynamics.

Related Party Transactions

• The sales were conducted by ICONIQ Strategic Partners funds, where William J.G. Griffith is a General Partner and Managing Director at ICONIQ Capital and an equity holder in the parent general partners of these funds. This constitutes a related party transaction as the reporting person has an indirect pecuniary interest in the selling entities.

Stakeholder Impact

• Shareholders: May interpret the insider selling as a negative signal, potentially leading to decreased confidence and downward pressure on the stock price.
• Employees: No direct impact mentioned, but a significant stock price decline could affect equity compensation.

Next Steps

• Investors may monitor future insider trading activity for Procore Technologies.
• Market participants will observe the stock's price action following the disclosure of these sales.

Key Dates

Recommendation

Keywords

Procore Technologies, PCOR, SEC Form 4, Insider Selling, Stock Sale, William J.G. Griffith, ICONIQ Capital, Beneficial Ownership, Rule 10b5-1, Director Sale, 10% Owner