[144] Procore Technologies, Inc. SEC Filing

Rhea-AI Filing Summary

Nasdaq Stock Market LLC filed Form 25 on 21 Jul 2025 to remove Procaps Group, S.A. (symbol PROCW) ordinary shares and warrants from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. The filing states Nasdaq has complied with Rule 12d2-2 requirements and is therefore entitled to strike these classes from its rolls. No financial data, cause for delisting, or company commentary accompanies the notice. After the SEC’s standard 10-day review period, the securities will cease trading on Nasdaq; 90 days later, registration ends unless the SEC objects. Investors should note only the administrative fact of delisting—no other material corporate developments are disclosed.

Positive

• None.

Negative

• Nasdaq delisting of Procaps Group ordinary shares and warrants eliminates exchange-traded liquidity and may force index and fund removals.

Insights

Exchange–Listing Specialist

TL;DR: Administrative Form 25 confirms PROCW will be delisted from Nasdaq; liquidity and visibility will decline.

This is a routine but material filing: Nasdaq certifies compliance with Rule 12d2-2 and initiates the two-step process that ends trading (≈10 days) and terminates Exchange Act registration (≈90 days). The document discloses no financial metrics or reasons, so investors only learn that exchange-traded liquidity for the company’s ordinary shares and warrants will shortly disappear. Shares typically migrate to OTC venues, but spreads widen and coverage drops, raising cost of capital. Absent further disclosure from the issuer, the event is inherently negative from a market-access perspective.

Portfolio Manager

TL;DR: Delisting lowers PROCW’s investability, likely triggers index removals and forced sell-downs.

Form 25 filings generally force index providers and many mandates to expunge the security once Nasdaq trading halts. Passive and institutional funds that cannot hold OTC securities will have to exit positions, pressuring the price. The lack of explanatory context or concurrent up-listing plan heightens uncertainty. While no immediate credit or operational implications surface, the event reduces liquidity and analyst coverage, complicating valuation and exit strategies for existing holders.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	1390	104250.00	149169227	07/21/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	05/20/2024	Restricted Stock	Issuer			890	05/20/2024	Not Applicable
Common	05/20/2022	Restricted Stock	Issuer			442	05/20/2022	Not Applicable
Common	11/15/2022	Employee Stock Purchase Plan	Issuer			58	11/15/2022	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
BENJAMIN C SINGER 6309 Carpinteria Avenue Carpinteria CA 93013	Common	07/10/2025	289	21675.00
BENJAMIN C SINGER 6309 Carpinteria Avenue Carpinteria CA 93013	Common	07/10/2025	88	6600.00
BENJAMIN C SINGER 6309 Carpinteria Avenue Carpinteria CA 93013	Common	07/10/2025	203	15225.00
BENJAMIN C SINGER 6309 Carpinteria Avenue Carpinteria CA 93013	Common	07/10/2025	250	18750.00
BENJAMIN C SINGER 6309 Carpinteria Avenue Carpinteria CA 93013	Common	07/10/2025	1020	76500.00
BENJAMIN C SINGER 6309 Carpinteria Avenue Carpinteria CA 93013	Common	07/10/2025	170	12750.00
BENJAMIN C SINGER 6309 Carpinteria Avenue Carpinteria CA 93013	Common	07/10/2025	2480	186000.00
BENJAMIN C SINGER 6309 Carpinteria Avenue Carpinteria CA 93013	Common	05/21/2025	4203	289644.28

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did Nasdaq file Form 25 for Procaps Group (PROCW)?

Nasdaq certified that it met Rule 12d2-2 requirements to remove PROCW ordinary shares and warrants from listing and registration.

When will PROCW stop trading on Nasdaq?

Trading generally ceases 10 days after Form 25 is filed, subject to SEC review.

What happens to SEC registration after delisting?

Registration under Section 12(g) terminates 90 days after filing unless the SEC objects.

Does the filing explain why PROCW is being delisted?

No. The Form 25 only confirms procedural compliance; it does not state the cause.

Can PROCW shares still trade after delisting?

They may trade on OTC venues, but liquidity and coverage typically decline.