Procore director reports 2M-share in-kind distribution
PROCORE TECHNOLOGIES, INC.
Rhea-AI Filing Summary
PROCORE TECHNOLOGIES, INC. (PCOR) director and ten percent owner William J.G. Griffith reported indirect dispositions of an aggregate 2,000,000 shares of common stock on September 3, 2026, through pro rata, for-no-consideration distributions by ICONIQ Strategic Partners III, III-B and III Co-Invest partnerships to their partners and general partner.
After these restructuring transactions, ICONIQ-affiliated funds still indirectly hold multi-million share positions in Procore, and Griffith also reports 3,593,576 shares held through family and estate-planning trusts plus 4,712 RSUs, while disclaiming beneficial ownership except for any pecuniary interest. No Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 2,000,000 shares
Other
11 txns
Insider
Griffith William J.G.
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock F1, F2, F3, F4 | 813,479 | -- | -- |
| Other | Common Stock F5, F2, F3, F4 | 869,214 | -- | -- |
| Other | Common Stock F6, F2, F3, F4 | 317,307 | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F7 | -- | -- | -- |
Holdings After Transaction:
Common Stock — 1,007,520 shares (Indirect, By ICONIQ Strategic Partners III, L.P.);
Common Stock — 1,076,549 shares (Indirect, By ICONIQ Strategic Partners III-B, L.P.);
Common Stock — 392,996 shares (Indirect, By ICONIQ Strategic Partners III Co-Invest, L.P., Series P);
Common Stock — 1,876,073 shares (Indirect, By ICONIQ Strategic Partners IV, L.P.);
Common Stock — 3,108,450 shares (Indirect, By ICONIQ Strategic Partners IV-B, L.P.);
Common Stock — 940,443 shares (Indirect, By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P);
Common Stock — 115,070 shares (Indirect, By ICONIQ Strategic Partners V, L.P.);
Common Stock — 177,265 shares (Indirect, By ICONIQ Strategic Partners V-B, L.P.);
Common Stock — 857,031 shares (Indirect, By ICONIQ Strategic Partners VI, L.P.);
Common Stock — 1,069,534 shares (Indirect, By ICONIQ Strategic Partners VI-B, L.P.);
Common Stock — 3,593,576 shares (Direct)
Footnotes (7)
- F1. On September 3, 2026, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") distributed, for no consideration, in the aggregate 813,479 shares of the Issuer's Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP"), representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F2. ICONIQ III GP is the sole general partner of each of ICONIQ III, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") and ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ III Co-Invest"). ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV"), ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest"). ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP.
- F3. (continued) ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP.
- F4. (continued) Divesh Makan ("Makan") and the Reporting Person are the sole equity holders of ICONIQ III Parent GP. Makan, the Reporting Person and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP. The Reporting Person is a General Partner and a Managing Director at ICONIQ Capital. 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.
- F5. On September 3, 2026, ICONIQ III-B distributed, for no consideration, in the aggregate 869,214 shares of the Issuer's Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
- F6. On September 3, 2026, ICONIQ III Co-Invest distributed, for no consideration, in the aggregate 317,307 shares of the Issuer's Common Stock (the "ICONIQ III Co-Invest Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III Co-Invest Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Co-Invest Shares it received in the distribution by ICONIQ III Co-Invest to its partners, representing each such partner's pro rata interest in such ICONIQ III Co-Invest Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
- F7. Consists of (i) 4,712 shares issuable upon the settlement of restricted stock units ("RSUs") and (ii) 3,588,864 shares held by the Reporting Person through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 172,085 ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein. The RSUs are held by the Reporting Person, a director of the Issuer. The proceeds of any sale of shares of common stock issued to the Reporting Person upon settlement of RSUs will be transferred to ICONIQ Capital, LLC. The Reporting Person disclaims beneficial ownership of these shares for purposes of Section 16 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.
Key Figures
Shares distributed by ICONIQ III: 813,479 shares
Shares distributed by ICONIQ III-B: 869,214 shares
Shares distributed by ICONIQ III Co-Invest: 317,307 shares
+5 more
8 metrics
Shares distributed by ICONIQ III
813,479 shares
Pro rata, for-no-consideration distribution on September 3, 2026
Shares distributed by ICONIQ III-B
869,214 shares
Pro rata, for-no-consideration distribution on September 3, 2026
Shares distributed by ICONIQ III Co-Invest
317,307 shares
Pro rata, for-no-consideration distribution on September 3, 2026
Total ICONIQ restructuring shares
2,000,000 shares
Aggregate of ICONIQ III, III-B and III Co-Invest distributions
Indirect holdings via ICONIQ Strategic Partners III, L.P.
1,007,520 shares
Shares of Procore common stock reported after distribution
Direct and trust-related holdings
3,593,576 shares
Held through a family trust and another estate-planning trust after transactions
Restricted stock units (RSUs)
4,712 RSUs
Shares issuable upon settlement of RSUs held by the reporting person
Shares received from ICONIQ distributions
172,085 shares
Aggregate ICONIQ III, III-B and III Co-Invest shares received into the reporting person’s trusts
Key Terms
Rules 16a-13 and 16a-9, restricted stock units ("RSUs"), pecuniary interest, estate planning trust, +1 more
5 terms
Rules 16a-13 and 16a-9 regulatory
"distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9"
restricted stock units ("RSUs") financial
"Consists of (i) 4,712 shares issuable upon the settlement of restricted stock units ("RSUs")"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein"
estate planning trust financial
"held by the Reporting Person through his family trust ... and another estate planning trust"
beneficial ownership regulatory
"disclaims beneficial ownership of the securities reported herein for purposes of Section 16"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What insider transactions in PCOR did William J.G. Griffith report on September 3, 2026?
He reported indirect dispositions totaling 2,000,000 shares of Procore common stock, arising from pro rata, for-no-consideration distributions by ICONIQ Strategic Partners III, III-B and III Co-Invest to their partners and general partner.
Were the PCOR insider transactions under a Rule 10b5-1 trading plan?
No. The Rule 10b5-1 checkbox is not marked as being under a plan, and the footnotes describe the movements as pro rata in-kind distributions by ICONIQ entities, not trades pursuant to a Rule 10b5-1 plan.
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