Procore Technologies Inc SEC Filings

ICONIQ-affiliated investment funds and individuals reported internal share distributions and a gift involving Procore Technologies, Inc. (PCOR) common stock. On December 3, 2025, ICONIQ Strategic Partners III, L.P. distributed, for no consideration, an aggregate 813,479 shares of Procore common stock to its limited partners and its general partner, with follow-on distributions by the general partner to its partners. On the same date, ICONIQ Strategic Partners III-B, L.P. distributed, for no consideration, an aggregate 869,214 shares, and ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed, for no consideration, an aggregate 317,307 shares, each pro rata to their limited partners and to the shared general partner.

The filing notes that these transfers were made in reliance on exemptions under Rules 16a-13 and 16a-9 of the Exchange Act and reflect restructurings among related funds and investors rather than open-market sales. It also reports that on November 21, 2025, Matthew Jacobson made a bona fide gift of 7,115 shares of Procore common stock to a donor-advised fund. Various ICONIQ general partner entities and individuals, including Divesh Makan and Jacobson, expressly disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest.

Procore Technologies director and 10% owner William J.G. Griffith reported multiple internal share distributions involving ICONIQ funds that hold Procore common stock. On December 3, 2025, ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P. and ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed, for no consideration, 813,479, 869,214 and 317,307 Procore shares, respectively, to their limited partners and to ICONIQ Strategic Partners III GP, L.P., which then made further pro rata distributions.

The filing states these transfers were made under exemptions in Rules 16a-13 and 16a-9 under the Exchange Act and were pro rata to each partner’s interest. Following the reported transactions, Griffith is shown as indirectly holding 3,452,020 Procore shares through family and estate planning trusts, including an aggregate of 172,232 shares received in the described distributions.

Procore Technologies, Inc. officer Ryan Bayer reported a stock sale in a Form 4 filing. On 12/02/2025, he sold 10,000 shares of Procore common stock at a price of $75.3 per share, coded as an "S" transaction, which indicates a sale. After this transaction, he reported beneficial ownership of 184,128 shares, held directly. Bayer serves as Procore's Chief Revenue Officer, so this filing updates the market on changes to his personal equity stake in the company.

PCOR filed a notice under Rule 144 for a planned sale of common stock. The filing covers the proposed sale of 10,000 common shares through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $753,000.00. The filing notes that 155,469,860 shares of this class were outstanding.

The shares to be sold come from restricted stock acquired from the issuer in three transactions dated 05/20/2025 and 08/20/2025, totaling 10,000 shares. The seller represents that they do not know of any undisclosed material adverse information about the issuer’s current or prospective operations.

Procore Technologies, Inc. (PCOR)115,000 shares of common stock at an exercise price of $2.42 per share. Following this transaction, the insider directly owned 772,123 shares of common stock and indirectly owned additional shares through several family trusts and a spouse, including 2,692,328 shares held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust, 1,230,480 shares held by the Courtemanche 2021 Irrevocable Trust, 527,349 shares held by The Courtemanche 2016 Irrevocable Trust, and 23,736 shares held by the spouse. The option originally covered more shares and vested in 60 equal monthly installments beginning one month after 2/5/2016, subject to continued service, and 518,916 derivative securities (stock options) remained beneficially owned directly after the reported transaction.

Procore Technologies, Inc. officer reports tax-related share withholding

A senior vice president and corporate controller of Procore Technologies, Inc. (PCOR) reported a routine equity transaction dated 11/20/2025. The filing shows that 2,140 shares of common stock were withheld by the company at a price of $71.74 per share to cover taxes due upon the vesting of restricted stock units. After this withholding, the reporting person beneficially owned 61,306 shares of Procore common stock. This total includes 137 shares that were purchased through the company’s employee stock purchase plan on November 15, 2025.

Procore Technologies, Inc. insider activity: the company’s Chief Revenue Officer reported a routine tax-related transaction involving company stock. On 11/20/2025, 7,080 shares of Procore common stock were withheld by the issuer at a price of $71.74 per share to cover a tax obligation triggered by the vesting of restricted stock units. After this withholding, the reporting person beneficially owned 194,128 shares of Procore common stock, held directly.

Procore Technologies, Inc. (PCOR) reported insider equity activity by its CFO and Treasurer on a Form 4. On 11/20/2025, 7,203 shares of common stock were withheld by the company at a price of $71.74 per share to cover taxes due from the vesting of restricted stock units. On 11/21/2025, the officer sold 797 shares of common stock at a price of $69.35 per share under a Rule 10b5-1 trading plan dated November 15, 2024. Following these transactions, the officer directly beneficially owned 179,847 shares of Procore common stock.

Procore Technologies, Inc. (PCOR) reported an insider equity transaction by its Chief Legal Officer and Secretary on a Form 4. On 11/20/2025, 5,596 shares of common stock were withheld by the company to cover a tax obligation arising from the vesting of restricted stock units, at a price of $71.74 per share. On 11/21/2025, the officer sold 4,204 shares of common stock at a weighted average price of $69.21 per share under a pre-arranged Rule 10b5-1 trading plan dated August 15, 2024. After these transactions, the officer beneficially owned 75,676 shares, which include 146 shares purchased through the company’s employee stock purchase plan on November 15, 2025.