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Procore director reports 869,214-share distribution

A separate direct holding entry listed 3,765,810 shares, including 3,761,098 held through trusts and 4,712 issuable upon restricted stock unit settlement.

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Form Type
4

Rhea-AI Filing Summary

William J.G. Griffith reported disposition transactions in this Form 4 filing. Procore Technologies, Inc. director William J.G. Griffith reported indirect distributions of common stock for no consideration on November 6, 2026: ICONIQ Strategic Partners III, L.P. distributed 813,479 shares; ICONIQ Strategic Partners III-B, L.P. distributed 869,214; and ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed 317,307. Their post-distribution balances were 194,041, 207,335 and 75,689 shares, respectively.

A separate direct holding entry reported 3,765,810 shares, including 3,761,098 held through family and estate-planning trusts and 4,712 shares issuable upon restricted stock unit settlement. Griffith disclaimed beneficial ownership except to the extent of any pecuniary interest.

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, F8 -- -- --
Holdings After Transaction: Common Stock — 194,041 shares (Indirect, By ICONIQ Strategic Partners III, L.P.); Common Stock — 207,335 shares (Indirect, By ICONIQ Strategic Partners III-B, L.P.); Common Stock — 75,689 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 — 3,765,810 shares (Direct)
Footnotes (8)
  1. F1. On November 6, 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").
  2. 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.
  3. 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.
  4. 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.
  5. F5. On November 6, 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.
  6. F6. On November 6, 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.
  7. F7. Consists of (i) 4,712 shares issuable upon the settlement of restricted stock units ("RSUs") and (ii) 3,761,098 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 172,234 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 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
  8. F8. (continued from footnote 7) 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.
Shares distributed by ICONIQ Strategic Partners III, L.P. 813,479 shares November 6, 2026; for no consideration
Shares distributed by ICONIQ Strategic Partners III-B, L.P. 869,214 shares November 6, 2026; for no consideration
Shares distributed by ICONIQ Strategic Partners III Co-Invest, L.P., Series P 317,307 shares November 6, 2026; for no consideration
Shares held after distribution by ICONIQ Strategic Partners III, L.P. 194,041 shares November 6, 2026
Shares held after distribution by ICONIQ Strategic Partners III-B, L.P. 207,335 shares November 6, 2026
Shares held after distribution by ICONIQ Strategic Partners III Co-Invest, L.P., Series P 75,689 shares November 6, 2026
Direct holding entry 3,765,810 shares Reported November 6, 2026
pro rata interest financial
"representing each such partner's pro rata interest"
pecuniary interest regulatory
"except to the extent of his pecuniary interest therein, if any"
restricted stock units financial
"shares issuable upon the settlement of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
beneficial ownership regulatory
"disclaims beneficial ownership of the securities reported herein"
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.
Rule 16a-13 regulatory
"exemptions afforded by Rules 16a-13 and 16a-9"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PCOR shares did the ICONIQ partnerships distribute?

On November 6, 2026, ICONIQ Strategic Partners III, L.P. distributed 813,479 shares for no consideration; ICONIQ Strategic Partners III-B, L.P. distributed 869,214 shares; and ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed 317,307 shares.

How many PCOR shares did each distributing partnership report afterward?

After the distributions, ICONIQ Strategic Partners III, L.P. reported 194,041 shares; ICONIQ Strategic Partners III-B, L.P. reported 207,335 shares; and ICONIQ Strategic Partners III Co-Invest, L.P., Series P reported 75,689 shares.

Who are the equity holders of the ICONIQ parent general partners tied to PCOR?

Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ III Parent GP. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of the parent general partners for ICONIQ IV, V and VI. Griffith is a General Partner and Managing Director at ICONIQ Capital.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was 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). See Instruction 10.
1. Name and Address of Reporting Person*
Griffith William J.G.

(Last)(First)(Middle)
C/O ICONIQ CAPITAL
50 BEALE ST., STE. 2300

(Street)
SAN FRANCISCO CALIFORNIA 94105

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PROCORE TECHNOLOGIES, INC. [ PCOR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock11/06/2026J(1)813,479D(1)194,041I(2)(3)(4)By ICONIQ Strategic Partners III, L.P.
Common Stock11/06/2026J(5)869,214D(5)207,335I(2)(3)(4)By ICONIQ Strategic Partners III-B, L.P.
Common Stock11/06/2026J(6)317,307D(6)75,689I(2)(3)(4)By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Common Stock1,876,073I(2)(3)(4)By ICONIQ Strategic Partners IV, L.P.
Common Stock3,108,450I(2)(3)(4)By ICONIQ Strategic Partners IV-B, L.P.
Common Stock940,443I(2)(3)(4)By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P
Common Stock115,070I(2)(3)(4)By ICONIQ Strategic Partners V, L.P.
Common Stock177,265I(2)(3)(4)By ICONIQ Strategic Partners V-B, L.P.
Common Stock857,031I(2)(3)(4)By ICONIQ Strategic Partners VI, L.P.
Common Stock1,069,534I(2)(3)(4)By ICONIQ Strategic Partners VI-B, L.P.
Common Stock3,765,810(7)(8)D(7)(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On November 6, 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").
2. 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.
3. (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.
4. (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.
5. On November 6, 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.
6. On November 6, 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.
7. Consists of (i) 4,712 shares issuable upon the settlement of restricted stock units ("RSUs") and (ii) 3,761,098 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 172,234 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 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
8. (continued from footnote 7) 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.
/s/ William J.G. Griffith11/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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