Procore (NYSE: PCOR) insider Form 4 shows ICONIQ fund distributions and 7,115-share gift

Rhea-AI Filing Summary

ICONIQ-affiliated investment funds and individuals reported internal share distributions and a gift involving Procore Technologies, Inc. (PCOR) common stock. On December 3, 2025, ICONIQ Strategic Partners III, L.P. distributed, for no consideration, an aggregate 813,479 shares of Procore common stock to its limited partners and its general partner, with follow-on distributions by the general partner to its partners. On the same date, ICONIQ Strategic Partners III-B, L.P. distributed, for no consideration, an aggregate 869,214 shares, and ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed, for no consideration, an aggregate 317,307 shares, each pro rata to their limited partners and to the shared general partner.

The filing notes that these transfers were made in reliance on exemptions under Rules 16a-13 and 16a-9 of the Exchange Act and reflect restructurings among related funds and investors rather than open-market sales. It also reports that on November 21, 2025, Matthew Jacobson made a bona fide gift of 7,115 shares of Procore common stock to a donor-advised fund. Various ICONIQ general partner entities and individuals, including Divesh Makan and Jacobson, expressly disclaim beneficial ownership of the reported securities except to the extent of 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, 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)
11/21/2025

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	12/03/2025		J(1)		813,479	D	(1)	2,634,478	D(2)(3)(4)
Common Stock	12/03/2025		J(5)		869,214	D	(5)	2,814,976	I(2)(3)(4)	By ICONIQ Strategic Partners III-B, L.P.
Common Stock	12/03/2025		J(6)		317,307	D	(6)	1,027,611	I(2)(3)(4)	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Common Stock								507,452(7)	I(2)(3)(4)	By ICONIQ Strategic Partners III GP, L.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								2,840,841	I(8)	By Divesh Makan
Common Stock	11/21/2025		G(9)		7,115	D	(9)	1,124,720(10)	I(10)	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 III, 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-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 III CO-INVEST L.P. SERIES 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 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)

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. On December 3, 2025, 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 (excluding 82,478 ICONIQ III Shares to be distributed on a later date), 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 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. On December 3, 2025, 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 (excluding 77,491 ICONIQ III-B Shares to be distributed at a later date), 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 Exchange Act.

6. On December 3, 2025, 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 (excluding 12,172 ICONIQ III Co-Invest Shares to be distributed at a later date), 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. Includes an aggregate of 172,142 ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein.

8. 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.

9. On November 21, 2025, Jacobson made a bona fide gift of 7,115 shares of the Issuer's Common Stock to a donor-advised fund.

10. The shares are held by Jacobson through a trust of which he is a trustee. Includes an aggregate of 86,855 ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein. 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 III, L.P., By: 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	12/05/2025
	ICONIQ Strategic Partners III-B, L.P., By: 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	12/05/2025
	ICONIQ Strategic Partners III Co-Invest, L.P., Series P, By: 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	12/05/2025
	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	12/05/2025
	ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	12/05/2025
	Divesh Makan, /s/ Divesh Makan	12/05/2025
	Matthew Jacobson, /s/ Matthew Jacobson	12/05/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions in Procore Technologies (PCOR) stock are reported here?

The report shows ICONIQ-affiliated funds and individuals reporting internal pro rata distributions of Procore Technologies, Inc. common stock for no consideration on December 3, 2025, and a bona fide gift of shares on November 21, 2025.

How many Procore (PCOR) shares did ICONIQ Strategic Partners III, L.P. distribute?

ICONIQ Strategic Partners III, L.P. distributed, for no consideration, an aggregate of 813,479 shares of Procore Technologies, Inc. common stock to its limited partners and its general partner, with related onward distributions by the general partner.

What Procore (PCOR) share distributions did ICONIQ Strategic Partners III-B, L.P. and III Co-Invest report?

ICONIQ Strategic Partners III-B, L.P. reported distributing, for no consideration, an aggregate of 869,214 shares of Procore common stock, and ICONIQ Strategic Partners III Co-Invest, L.P., Series P reported distributing, for no consideration, an aggregate of 317,307 shares, each to limited partners and to their common general partner.

Were these Procore (PCOR) transactions sales in the market?

The transactions are described as distributions for no consideration from ICONIQ funds to their limited partners and general partner, and onward pro rata distributions, made in accordance with exemptions under Rules 16a-13 and 16a-9 of the Exchange Act, rather than open-market sales.

What gift of Procore Technologies (PCOR) stock did Matthew Jacobson report?

On November 21, 2025, Matthew Jacobson reported a bona fide gift of 7,115 shares of Procore Technologies, Inc. common stock to a donor-advised fund.

Do ICONIQ principals claim full beneficial ownership of the reported Procore (PCOR) shares?

Entities such as ICONIQ general partners and individuals including Divesh Makan, William J.G. Griffith, and Matthew Jacobson expressly disclaim beneficial ownership of the reported Procore shares for Section 16 purposes, except to the extent of any pecuniary interest.