[Form 4] PROCORE TECHNOLOGIES, INC. Insider Trading Activity

Rhea-AI Filing Summary

Kevin J. O'Connor, a director of Procore Technologies (PCOR), reported scheduled sales of company stock under a prearranged 10b5-1 plan. The filings show dispositions on 09/16/2025 and 09/17/2025: 7,692 shares sold at a weighted average price of $70.41 (range $70.05–$70.85), 7,255 shares sold at $72.55 (range $71.80–$72.775), and 437 shares sold at $72.93 (range $72.905–$72.955).

Following the transactions the filing reports indirect beneficial ownership maintained in the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19, with reported holdings of 1,131,021, then 1,123,766, then 1,123,329 shares after each sale. The Form 4 was signed by attorney-in-fact Benjamin C. Singer on 09/18/2025.

Positive

• Sales executed under a prearranged 10b5-1 plan, indicating scheduled, rule-compliant dispositions
• Transparent disclosure with weighted-average prices and price ranges for each tranche

Negative

• Insider dispositions reduced indirect holdings from 1,131,021 to 1,123,329 shares across the reported sales
• Materiality of the sales is unclear from the filing alone because the company's market capitalization and percent ownership impact are not provided

Insights

Financial Analyst

TL;DR Insider sales were executed under a prearranged 10b5-1 plan; transactions appear routine and disclosed with weighted-average pricing ranges.

The reported transactions total 15,384 shares sold across 09/16/2025–09/17/2025 in three tranches with weighted average prices of $70.41, $72.55 and $72.93. The filings show the shares are held indirectly in a revocable trust, and the sales reduced indirect holdings from 1,131,021 to 1,123,329 shares across the reported lines. From a trading-impact perspective, these are director-initiated dispositions under an established plan and documented with price ranges; there is no other transaction type or derivative activity reported.

Corporate Governance Expert

TL;DR Sales were conducted via a disclosed 10b5-1 plan and properly reported on Form 4, indicating adherence to insider-trading protocols.

The filing explicitly states the disposals were made pursuant to a 10b5-1 plan dated November 21, 2024, and provides weighted-average price ranges and the trust holding details. The signature by an attorney-in-fact is included. These elements reflect standard governance procedures for scheduled insider sales and transparent SEC reporting; no unexplained amendments, option exercises, or derivative transactions accompany the disclosure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

O CONNOR KEVIN J

(Last) (First) (Middle)

C/O PROCORE TECHNOLOGIES, INC.

6309 CARPINTERIA AVE

(Street)

CARPINTERIA CA 93013

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROCORE TECHNOLOGIES, INC. [ PCOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/16/2025		S(1)		7,692	D	$70.41(2)	1,131,021	I	See Footnote(3)
Common Stock	09/17/2025		S(1)		7,255	D	$72.55(4)	1,123,766	I	See Footnote(3)
Common Stock	09/17/2025		S(1)		437	D	$72.93(5)	1,123,329	I	See Footnote(3)
Common Stock								16,632	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares sold pursuant to a 10b5-1 plan dated November 21, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $70.05 to $70.85, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. These shares are held by the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19.

4. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $71.80 to $72.775, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $72.905 to $72.955, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did PCOR director Kevin J. O'Connor report on Form 4?

He reported sales of common stock on 09/16/2025 and 09/17/2025 totaling 15,384 shares in three tranches.

Were the PCOR sales part of a prearranged trading plan?

Yes. The Form 4 states the shares were sold pursuant to a 10b5-1 plan dated November 21, 2024.

What prices were reported for the shares sold by Kevin J. O'Connor?

Weighted-average prices reported are $70.41 (range $70.05–$70.85), $72.55 (range $71.80–$72.775), and $72.93 (range $72.905–$72.955).

How many PCOR shares did O'Connor hold after the reported sales?

Reported indirect holdings in the Kevin J. O'Connor Revocable Trust are shown as 1,131,021, then 1,123,766, then 1,123,329 shares following each reported transaction.

Who signed the Form 4 for these transactions?

Benjamin C. Singer, Attorney-in-Fact, signed the filing on 09/18/2025.