Procore Technologies (PCOR) stake reshaped as ICONIQ funds reallocate shares

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. insider filings show ICONIQ-related entities restructuring their stake without open-market trading. On March 12, 2026, ICONIQ Strategic Partners III GP, L.P. distributed 507,452 shares of Procore common stock to a limited partner for no consideration under Exchange Act Rules 16a-13 and 16a-9.

Following the distribution, Procore shares are reported as held indirectly through multiple ICONIQ Strategic Partners funds and estate-planning trusts. These include 2,634,478 shares held by ICONIQ Strategic Partners III, L.P. and 3,348,293 shares held indirectly by Divesh Makan through family trusts, with all relevant parties disclaiming beneficial ownership beyond any pecuniary interest.

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
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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 III GP, 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)
03/12/2026

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	03/12/2026		J(1)		507,452	D	(1)	0	D(2)(3)(4)
Common Stock								2,634,478	I(2)(3)(4)	By ICONIQ Strategic Partners III, L.P.
Common Stock								2,814,976	I(2)(3)(4)	By ICONIQ Strategic Partners III-B, L.P.
Common Stock								1,027,611	I(2)(3)(4)	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Common Stock								1,876,073	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
Common Stock								3,108,450	I(2)(3)(4)	By ICONIQ Strategic Partners IV-B, L.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								3,348,293(5)	I(5)	By Divesh Makan

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 III 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 III 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)

Explanation of Responses:

1. On March 12, 2026, ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") distributed, for no consideration, in the aggregate 507,452 shares of the Issuer's Common Stock received in prior distributions (the "ICONIQ III GP Shares") to its limited partner, representing such partner's pro rata interest in such ICONIQ III GP Shares. The aforementioned distribution was 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 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 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 shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 507,452 ICONIQ III GP Shares received in the distributions described herein. 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.

	ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/16/2026
	ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	03/16/2026
	Divesh Makan, /s/ Divesh Makan	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did ICONIQ III GP report for PROCORE TECHNOLOGIES (PCOR)?

ICONIQ Strategic Partners III GP, L.P. reported distributing 507,452 shares of Procore common stock to a limited partner for no consideration. The distribution occurred on March 12, 2026 and was characterized as an internal restructuring under Exchange Act Rules 16a-13 and 16a-9.

Did the ICONIQ-related Form 4 for PCOR involve open-market buying or selling?

The Form 4 shows no open-market purchases or sales of Procore shares. Instead, it records an internal distribution of 507,452 shares for no consideration and updates indirect holdings through various ICONIQ funds and trusts associated with the reporting persons.

How many Procore shares are held by ICONIQ Strategic Partners III, L.P. after the restructuring?

After the March 12, 2026 restructuring, ICONIQ Strategic Partners III, L.P. is shown holding 2,634,478 shares of Procore common stock indirectly. This reflects one of several fund-level positions managed through the ICONIQ Strategic Partners structure reported in the filing.

How many Procore shares are reported as held indirectly by Divesh Makan?

The filing reports 3,348,293 Procore shares held indirectly by Divesh Makan through family and estate-planning trusts. Footnotes state that Makan disclaims beneficial ownership of these shares except to the extent of any pecuniary interest he may have.

What is the significance of the 507,452 Procore shares mentioned in the ICONIQ filing?

The 507,452 Procore shares represent the ICONIQ III GP Shares distributed by ICONIQ Strategic Partners III GP, L.P. to a limited partner on March 12, 2026. These shares were received in prior distributions and were transferred for no consideration as part of an internal reallocation.

Do ICONIQ and related parties claim full beneficial ownership of the reported PCOR shares?

The filing states that ICONIQ general partners and individuals including Divesh Makan, William J.G. Griffith and Matthew Jacobson disclaim beneficial ownership of the reported Procore securities, except to the extent of any pecuniary interest, and that the report is not an admission of beneficial ownership.