A group of ICONIQ Strategic Partners entities and affiliated individuals filed a Form 4 with the SEC on November 10, 2026, reporting in-kind distributions of Procore Technologies common stock made on November 6, 2026.

Key Highlights

  • ICONIQ III distribution: ICONIQ Strategic Partners III, L.P. distributed 813,479 shares of Procore Technologies common stock to its limited partners and general partner on November 6, 2026, for no consideration.
  • ICONIQ III-B distribution: ICONIQ Strategic Partners III-B, L.P. distributed 869,214 shares of Procore Technologies common stock to its limited partners and general partner on the same date, for no consideration.
  • ICONIQ III Co-Invest distribution: ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed 317,307 shares on November 6, 2026, for no consideration.
  • Transaction code J: All three distributions were coded as "J" transactions, indicating distributions made in accordance with Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
  • Multiple reporting persons: The filing was made jointly by ICONIQ Strategic Partners III, L.P.; ICONIQ Strategic Partners III-B, L.P.; ICONIQ Strategic Partners III Co-Invest L.P. Series P; ICONIQ Strategic Partners III GP, L.P.; ICONIQ Strategic Partners III TT GP, Ltd.; Divesh Makan; and Matthew Jacobson, each listed as a 10% owner and/or director.
  • Remaining indirect holdings: Following the reported transactions, indirectly held positions include 1,876,073 shares by ICONIQ Strategic Partners IV, L.P., 3,108,450 shares by ICONIQ Strategic Partners IV-B, L.P., and 940,443 shares by ICONIQ Strategic Partners IV Co-Invest, L.P., Series P, among others.

ICONIQ Strategic Partners Distributes Procore Shares Across Funds and Partners

According to the filing, on November 6, 2026, three ICONIQ Strategic Partners III vehicles each distributed shares of Procore Technologies, Inc. (NYSE:PCOR) common stock to their respective limited partners and to ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP"), the sole general partner of each. The distributions were made for no consideration, with each recipient receiving a pro rata interest in the distributed shares. ICONIQ III GP subsequently distributed the shares it received to its own partners on the same date, also for no consideration.

The filing states that "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 three distributions covered in the reported transactions totaled 813,479 shares from ICONIQ III, 869,214 shares from ICONIQ III-B, and 317,307 shares from ICONIQ III Co-Invest, Series P. Following these transactions, the respective entities reported remaining beneficial ownership of 194,041 shares (direct, ICONIQ III), 207,335 shares (indirect, ICONIQ III-B), and 75,689 shares (indirect, ICONIQ III Co-Invest, Series P).

The filing also discloses continuing indirect beneficial ownership in Procore common stock held through several additional ICONIQ funds, including 857,031 shares by ICONIQ Strategic Partners V, L.P., 177,265 shares by ICONIQ Strategic Partners V-B, L.P., 1,069,534 shares by ICONIQ Strategic Partners VI, L.P., and 3,864,570 shares attributed indirectly to Divesh Makan and 1,385,206 shares attributed indirectly to Matthew Jacobson. The filing notes that each of the general partners, parent general partners, 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."

What Was Disclosed

The filing reports in-kind distributions of Procore Technologies common stock by three ICONIQ Strategic Partners III entities on November 6, 2026, for no consideration, totaling approximately 2 million shares across the three vehicles, with remaining holdings detailed across multiple ICONIQ funds.