[144] Procore Technologies, Inc. SEC Filing

Rhea-AI Filing Summary

Procore Technologies, Inc. (PCOR) – Form 144 filing discloses a planned open-market sale of 4,500 common shares by account holder Benjamin C. Singer. The filing, submitted as a LIVE transaction, identifies Morgan Stanley Smith Barney LLC as the executing broker and targets the NYSE on or about 07/10/2025.

Key data:

• Aggregate market value of proposed sale: $337,500 (implied price ≈ $75/share).
• Total shares outstanding: 149,169,227; proposed sale equals roughly 0.003 % of outstanding stock.
• Recent insider activity: the same seller disposed of 4,203 shares on 05/21/2025 for $289,644.28.
• Source of the shares includes performance shares, restricted stock, and ESPP purchases between 05/20/2022 and 05/20/2024.

The form contains the standard attestation that the filer is unaware of undisclosed material adverse information. No relationship to the issuer is specified in the text supplied, and no unusual payment arrangements are noted (cash or “Not Applicable”).

Implications for investors: While the transaction is immaterial to PCOR’s share count, consecutive insider sales within a short window can be interpreted as a modestly negative sentiment signal. Nevertheless, the dollar amount is relatively small for a company of PCOR’s size, and the filing does not reference any company-specific developments.

Positive

• Immaterial size: The 4,500-share sale equals only about 0.003 % of PCOR’s outstanding shares, posing no dilution risk.
• Regulatory transparency: Timely Form 144 filing demonstrates adherence to SEC disclosure rules, giving investors visibility into insider actions.

Negative

• Continued insider selling: Filer also sold 4,203 shares in the previous month, which may signal reduced personal confidence.
• No stated trading plan: Absence of a disclosed Rule 10b5-1 plan may lead investors to question timing motives, albeit certification of no adverse information is provided.

Insights

Securities Analyst

TL;DR Minor Form 144 sale; negligible dilution but continues recent insider selling trend.

The planned 4,500-share disposal represents ≈0.003 % of PCOR’s float—far below thresholds that affect liquidity or earnings per share. However, it follows a 4,203-share sale one month earlier, suggesting the insider is monetising awards earned from performance shares and ESPP purchases. No lock-up expirations or corporate events are referenced, so the sale appears routine. Market impact should be minimal, yet repeated insider selling—even in small lots—can weigh marginally on investor sentiment, particularly if broader fundamentals come into question.

Corporate Governance Expert

TL;DR Routine disposal; governance risk low, but vigilance warranted due to successive trades.

Form 144 filings offer transparency into affiliate transactions. The filer certifies knowledge of no undisclosed adverse information, implying compliance with Rule 10b5-1 safeguards. Given the sale’s tiny proportion of shares outstanding and the absence of complex consideration, governance red flags are limited. Still, consecutive insider trades can raise perception issues unless linked to a pre-arranged trading plan, which is not indicated here. Boards often address this through clearer disclosure policies to maintain investor confidence.

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	4500	337500.00	149169227	07/10/2025	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	05/20/2022	Performance Shares	ISSUER			2480	05/20/2022	Not Applicable
Common	05/20/2022	Restricted Stock	ISSUER			1020	05/20/2022	Not Applicable
Common	11/15/2022	Employee Stock Purchase Plan	ISSUER			88	11/15/2022	Cash
Common	05/15/2023	Employee Stock Purchase Plan	ISSUER			289	05/15/2023	Cash
Common	11/15/2023	Employee Stock Purchase Plan	ISSUER			203	11/15/2023	Cash
Common	05/15/2024	Employee Stock Purchase Plan	ISSUER			250	05/15/2024	Cash
Common	05/20/2024	Restricted Stock	ISSUER			170	05/20/2024	Not Applicable

* 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	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

How many PCOR shares are being sold under this Form 144?

The notice covers 4,500 common shares of Procore Technologies, Inc.

What is the estimated value of the planned PCOR share sale?

The aggregate market value is listed as $337,500.

When is the anticipated sale date for the PCOR shares?

The filer indicates an approximate sale date of 07/10/2025.

What percentage of PCOR’s total shares does the sale represent?

Roughly 0.003 % of the 149,169,227 shares outstanding.

Has the same insider recently sold additional PCOR shares?

Yes. 4,203 shares were sold on 05/21/2025 for $289,644.28.

Which broker is executing the PCOR share sale?

Morgan Stanley Smith Barney LLC, Executive Financial Services division.