PROCORE (PCOR) 10% Owner William Griffith Receives Distributed Shares

What Happened

• William J.G. Griffith, reported as a 10% owner and a General Partner/Managing Director at ICONIQ Capital, was allocated a total of 2,000,000 shares of Procore common stock on September 3, 2026 via no‑consideration distributions from ICONIQ fund vehicles. The distributions came as: 813,479 shares from ICONIQ Strategic Partners III, L.P.; 869,214 shares from ICONIQ Strategic Partners III-B, L.P.; and 317,307 shares from ICONIQ Strategic Partners III Co‑Invest, L.P. The Form 4 records these as "Other acquisition or disposition" (code J) and lists price as N/A (no cash exchanged).
• These were fund-level distributions to partners (not open‑market purchases or executive sales) and are reported as transfers from ICONIQ funds to their partners rather than trades by the insider.

Key Details

• Transaction date: September 3, 2026. Filing date: September 8, 2026 (filed five days after the transaction; Form 4s are generally due within two business days).
• Shares distributed: 813,479 (ICONIQ III), 869,214 (ICONIQ III‑B), 317,307 (ICONIQ III Co‑Invest) — total 2,000,000 shares. Price: N/A (no consideration).
• Reported holdings after transaction (per footnote): consists of 4,712 RSUs plus 3,588,864 shares held through family/estate planning trusts (total ~3,593,576), which includes an aggregate 172,085 of the distributed ICONIQ shares. The reporting person disclaims beneficial ownership except for any pecuniary interest.
• Notable footnotes: distributions were made in accordance with Exchange Act Rules 16a‑13 and 16a‑9; multiple ICONIQ fund and GP relationships are described; the reporting person disclaims beneficial ownership of many of the shares.

Context

• These distributions are internal fund allocations to limited partners and general partners and do not reflect an open‑market buy or sale by the insider. Such transfers (especially when done "for no consideration") are generally administrative and do not necessarily indicate the insider’s personal trading intent or view of the company.
• Because the Reporting Person is tied to ICONIQ fund entities and disclaims beneficial ownership except to the extent of any pecuniary interest, treat this as institutional fund reallocation rather than a conventional insider purchase or sale.