[Form 4] Procore Technologies, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ICONIQ Strategic Partners and related entities reported multiple open-market sales of Procore Technologies (PCOR) common stock on 08/13/2025. The report lists four sell transactions showing total reported disposals of 46,190 shares at weighted-average prices of $64.951 and $65.4133; each weighted price reflects multiple trades in narrow ranges. The filing also discloses extensive remaining indirect holdings across ICONIQ funds and affiliated trusts, with individual disclosures showing large beneficial positions held indirectly by ICONIQ funds and trusts and by principals Divesh Makan and Matthew Jacobson.

Positive

• None.

Negative

• Reported insider sales of 46,190 shares on 08/13/2025 at weighted-average prices of $64.951 and $65.4133
• Insider selling could be interpreted as a supply-side pressure signal though the filing provides no stated reason for the dispositions

Insights

Securities Analyst

TL;DR Insider group executed modest open-market sales while retaining sizable indirect stakes across multiple ICONIQ funds.

The transactions on 08/13/2025 are reported as sales totaling 46,190 shares executed at weighted-average prices of $64.951 and $65.4133, reflecting multiple trade prices in narrow ranges.

Material context: the report shows substantial remaining indirect ownership across multiple ICONIQ vehicles (positions range from hundreds of thousands to several million shares), and principals disclaim direct beneficial ownership except for pecuniary interests. The filing is a routine Section 16 disclosure of disposition, not an indication of change in control.

Corporate Governance Expert

TL;DR Multiple affiliated entities and individuals reported coordinated sales but preserve large, indirect holdings—disclosure is detailed on ownership structure.

The explanatory footnotes outline the GP/LP and parent GP relationships and disclaimers of beneficial ownership, clarifying who holds indirect economic interests. Signatures from ICONIQ representatives and principals are present, confirming the filing.

From a governance standpoint this is a standard insider sale with clear attribution across affiliated funds and trustees, and it includes customary disclaimers of beneficial ownership for trusts and GP 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

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^*

ICONIQ Strategic Partners IV, L.P.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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

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

	Form filed by One Reporting Person
X	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	08/13/2025		S		17,001	D	$64.951(1)	1,876,457	D(2)(3)(4)
Common Stock	08/13/2025		S		28,161	D	$64.951(1)	3,109,094	I(2)(3)(4)	By ICONIQ Strategic Partners IV-B, L.P.
Common Stock	08/13/2025		S		384	D	$65.4133(5)	1,876,073	D(2)(3)(4)
Common Stock	08/13/2025		S		644	D	$65.4133(5)	3,108,450	I(2)(3)(4)	By ICONIQ Strategic Partners IV-B, L.P.
Common Stock								5,074,915	I(2)(3)(4)	By ICONIQ Strategic Partners III, L.P.
Common Stock								5,422,617	I(2)(3)(4)	By ICONIQ Strategic Partners III-B, L.P.
Common Stock								1,979,533	I(2)(3)(4)	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Common Stock								940,443	I(2)(3)(4)	By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P
Common Stock								115,070	I(2)(3)(4)	By ICONIQ Strategic Partners V, L.P.
Common Stock								177,265	I(2)(3)(4)	By ICONIQ Strategic Partners V-B, L.P.
Common Stock								857,031	I(2)(3)(4)	By ICONIQ Strategic Partners VI, L.P.
Common Stock								1,069,534	I(2)(3)(4)	By ICONIQ Strategic Partners VI-B, L.P.
Common Stock								2,840,841	I(6)	By Divesh Makan
Common Stock								876,047	I(7)	By Matthew Jacobson

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners IV, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners IV-B, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners IV GP, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners IV TT GP, Ltd.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Makan Divesh

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Jacobson Matthew

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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 $64.39 to $65.39. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

2. 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.

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 William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith 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. Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson 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 its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.40 to $65.43. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

6. The shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Makan disclaims beneficial ownership of the shares held by such trusts 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 Makan is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

7. The shares are held by Jacobson through a trust of which he is a trustee. Jacobson disclaims beneficial ownership of the shares held by such trust 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 Jacobson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

	ICONIQ Strategic Partners IV, L.P., By: ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	08/15/2025
	ICONIQ Strategic Partners IV-B, L.P., By: ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	08/15/2025
	ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	08/15/2025
	ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	08/15/2025
	Divesh Makan, /s/ Divesh Makan	08/15/2025
	Matthew Jacobson, /s/ Matthew Jacobson	08/15/2025
	** 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 transactions were reported for PCOR on 08/13/2025?

The filing reports four sell transactions totaling 46,190 shares executed on 08/13/2025 at weighted-average prices of $64.951 and $65.4133.

Who reported the Form 4 for Procore (PCOR)?

The Form 4 was filed by ICONIQ Strategic Partners IV, L.P. and affiliated ICONIQ entities, with signatures also from principals Divesh Makan and Matthew Jacobson.

How much PCOR stock do ICONIQ funds and principals still hold according to this filing?

The filing discloses multiple indirect holdings across funds, including positions such as 5,074,915, 5,422,617, and other multi-hundred-thousand to multi-million share stakes held indirectly by ICONIQ funds and related trusts.

Do the reporting persons claim direct beneficial ownership of the shares?

No. The explanatory notes state that various GP and individual reporting persons disclaim beneficial ownership

Were any derivative transactions reported in this Form 4?

No derivative securities transactions are listed in Table II; the filing only reports non-derivative common stock dispositions.