William Griffith (PCOR) Discloses Multiple Sales; ICONIQ Funds Hold Millions

Rhea-AI Filing Summary

William J.G. Griffith, a director and 10% owner affiliated with ICONIQ Capital, reported multiple sales of Procore Technologies (PCOR) common stock on 08/13/2025. The Form 4 shows sales of 17,001 and 28,161 shares at a weighted average price of $64.951 and additional sales of 384 and 644 shares at a weighted average price of $65.4133, with individual sale prices ranging from $64.39 to $65.43. After these transactions the report lists numerous indirect holdings across ICONIQ-affiliated funds and trusts, with aggregate beneficial ownership positions shown for each entity (examples include 5,074,915 shares by ICONIQ Strategic Partners III, L.P. and 5,422,617 shares by ICONIQ Strategic Partners III-B, L.P.). The reporting person disclaims direct beneficial ownership except to the extent of pecuniary interest and the report is signed 08/15/2025.

Positive

• Timely and detailed disclosure of insider sales with dates, prices and explanation of ownership structure
• Clear mapping of indirect holdings across ICONIQ-affiliated funds which supports transparency

Negative

• Insider sales occurred: sales on 08/13/2025 totaling 46,190 shares reported across transactions
• Substantial indirect holdings remain concentrated in ICONIQ funds, which may affect voting/control dynamics

Insights

Securities Analyst

TL;DR: Director and 10% owner disclosed routine multiple-sales by ICONIQ-affiliated vehicles totaling tens of thousands of PCOR shares.

The Form 4 documents discrete sales executed on 08/13/2025 at prices between $64.39 and $65.43. The filing shows substantial indirect holdings across several ICONIQ Strategic Partners funds, indicating the sales were executed from pooled investment vehicles rather than clear personal divestiture. The Reporting Person disclaims direct beneficial ownership except for any pecuniary interest. For investors, this is a transparent disclosure of insider selling activity without additional company-specific operational or financial information provided in the filing.

Corporate Governance Expert

TL;DR: The filing is a standard Section 16 disclosure of sales by an affiliated director with layered fund ownership.

Form 4 clarifies ownership structure and notes the Reporting Person's roles at ICONIQ Capital and the GP relationships across multiple funds. The explanation identifies family and estate planning trusts and the Reporting Person's disclaimer of beneficial ownership for certain trust-held shares. This enhances governance transparency by mapping which entities hold shares and documenting the reported transactions' prices and dates. The filing contains no statements about motives or company operations.

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^*

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)
08/13/2025

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	08/13/2025		S		17,001	D	$64.951(1)	1,876,457	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
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	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
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								2,944,302	D(6)

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 $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 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 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.

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 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 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	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).
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.

FAQ

What transactions did William J.G. Griffith report on the Form 4 for PCOR?

The Form 4 reports sales on 08/13/2025 of 17,001 and 28,161 shares at a weighted average $64.951 and additional sales of 384 and 644 shares at a weighted average $65.4133, with sale prices ranging $64.39 to $65.43.

How much PCOR stock does ICONIQ-affiliated entities beneficially own according to the filing?

The filing lists multiple ICONIQ-affiliated entities with beneficial ownership such as 5,074,915 shares by ICONIQ Strategic Partners III, L.P. and 5,422,617 shares by ICONIQ Strategic Partners III-B, L.P., among others.

What is William Griffith's relationship to Procore Technologies in this filing?

The filing identifies William J.G. Griffith as a Director and a 10% owner and notes his role as a General Partner and Managing Director at ICONIQ Capital.

Did the reporting person claim personal ownership of the reported shares?

The reporting person disclaims beneficial ownership of the securities except to the extent of any pecuniary interest and states some shares are held through family and estate planning trusts.

When was the Form 4 signed?

The Form 4 bears the reporting person's signature dated 08/15/2025.