Procore Technologies (PCOR) director reports sale of 207,474 shares at $72.298

Rhea-AI Filing Summary

Procore Technologies director and 10% owner William J.G. Griffith reported selling 207,474 shares of Procore common stock on 12/15/2025 at a weighted average price of $72.298 per share. Following this sale, he beneficially owned 3,244,546 shares directly. He also reported indirect ownership through ICONIQ Strategic Partners investment funds, including 2,634,478 shares held by ICONIQ Strategic Partners III, L.P., and 2,814,976 shares held by ICONIQ Strategic Partners III-B, L.P., along with additional positions in related ICONIQ III, IV, V and VI entities.

SEC Form 4

FORM 4

UNITED 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

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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 CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROCORE TECHNOLOGIES, INC. [ PCOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2025		S		207,474	D	$72.298(1)	3,244,546	D(2)
Common Stock								2,634,478	I(3)(4)(5)	By ICONIQ Strategic Partners III, L.P.
Common Stock								2,814,976	I(3)(4)(5)	By ICONIQ Strategic Partners III-B, L.P.
Common Stock								1,027,611	I(3)(4)(5)	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Common Stock								507,452	I(3)(4)(5)	By ICONIQ Strategic Partners III GP, L.P.
Common Stock								1,876,073	I(3)(4)(5)	By ICONIQ Strategic Partners IV, L.P.
Common Stock								3,108,450	I(3)(4)(5)	By ICONIQ Strategic Partners IV-B, L.P.
Common Stock								940,443	I(3)(4)(5)	By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P
Common Stock								115,070	I(3)(4)(5)	By ICONIQ Strategic Partners V, L.P.
Common Stock								177,265	I(3)(4)(5)	By ICONIQ Strategic Partners V-B, L.P.
Common Stock								857,031	I(3)(4)(5)	By ICONIQ Strategic Partners VI, L.P.
Common Stock								1,069,534	I(3)(4)(5)	By ICONIQ Strategic Partners VI-B, L.P.

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.11 to $72.59. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

2. The shares are held by the Reporting Person through his family trust of which he is a trustee and another estate planning trust having an independent trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts 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.

3. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ Strategic Partners III, L.P. ("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.

4. (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.

5. (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.

	/s/ William J.G. Griffith	12/17/2025
	** Signature of Reporting Person	Date
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).
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FAQ

What insider transaction did William J.G. Griffith report for Procore Technologies (PCOR)?

William J.G. Griffith reported a sale of Procore Technologies common stock. On 12/15/2025 he disposed of 207,474 shares in a single reported transaction coded as a sale ("S").

How many Procore Technologies (PCOR) shares did Griffith sell and at what price?

Griffith sold 207,474 shares of Procore Technologies common stock at a weighted average price of $72.298 per share, with individual trades ranging from $72.11 to $72.59.

How many Procore Technologies (PCOR) shares does Griffith own directly after the sale?

After the reported 12/15/2025 sale, Griffith beneficially owned 3,244,546 shares of Procore Technologies common stock directly, as shown in the Form 4.

What indirect Procore Technologies (PCOR) holdings were reported through ICONIQ entities?

The filing lists indirect beneficial ownership through various ICONIQ Strategic Partners funds, including 2,634,478 shares held by ICONIQ Strategic Partners III, L.P. and 2,814,976 shares held by ICONIQ Strategic Partners III-B, L.P., among several other ICONIQ III, IV, V and VI vehicles.

What is William J.G. Griffith’s relationship to Procore Technologies (PCOR)?

The report identifies William J.G. Griffith as a Director of Procore Technologies and a 10% Owner of the company’s equity securities.

Was the reported Procore Technologies (PCOR) transaction a purchase or a sale?

The Form 4 shows a transaction code "S" for the 12/15/2025 activity, indicating that it was a sale of Procore Technologies common stock by the reporting person.