PROCORE TECHNOLOGIES, INC. — Director's Dealing 2025

Jun 18, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCORE TECHNOLOGIES, INC. (PCOR)
CIK: 0001611052
Period of Report: 2025-05-22

Reporting Person: ICONIQ Strategic Partners II GP, L.P. (N/A)
Reporting Person: ICONIQ Strategic Partners II TT GP, Ltd (N/A)
Reporting Person: ICONIQ Strategic Partners III GP, L.P. (N/A)
Reporting Person: ICONIQ Strategic Partners III TT GP, Ltd. (N/A)
Reporting Person: Makan Divesh (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-05-22	Common Stock	J	91009	—	Disposed	0	Indirect
2025-05-22	Common Stock	J	22310	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5074915	Indirect
Common Stock	5422617	Indirect
Common Stock	1979533	Indirect
Common Stock	2009823	Indirect
Common Stock	3330058	Indirect
Common Stock	940443	Indirect
Common Stock	115070	Indirect
Common Stock	177265	Indirect
Common Stock	857031	Indirect
Common Stock	1069534	Indirect
Common Stock	2840841	Indirect

Footnotes

F1: On May 22, 2025, ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP") distributed, for no consideration, in the aggregate 91,009 shares of the Issuer's Common Stock received in prior distributions (the "ICONIQ II GP Shares") to its limited partner, representing such partner's pro rata interest in such ICONIQ II GP Shares. The aforementioned distributions 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").

F2: ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ II Parent GP") is the sole general partner of ICONIQ II GP. 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.

F3: (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.

F4: (continued) Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of each of ICONIQ II Parent GP and 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 II GP, ICONIQ II Parent GP, 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.

F5: On May 22, 2025, ICONIQ III GP distributed, for no consideration, in the aggregate 22,310 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 II GP Shares. The aforementioned distributions was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.

F6: 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 113,319 ICONIQ II GP Shares and 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.