PCOR Form 4: Director/Officer Davis had 9,520 shares withheld for taxes

Rhea-AI Filing Summary

Steven Scott Davis, President of Product & Technology at Procore Technologies, Inc. (PCOR), reported a transaction dated 08/20/2025 where 9,520 shares of Common Stock were disposed of at a reported price of $65.34 each. The filing shows 206,034 shares remained beneficially owned by the reporting person after the transaction. The form explains these 9,520 shares were withheld by the issuer to satisfy a tax obligation arising when restricted stock units vested. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/22/2025. This disclosure documents a routine vesting-related tax withholding rather than an open-market sale.

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-withholding after RSU vesting; not a discretionary sale and limited governance implication.

The Form 4 shows shares were withheld to cover tax obligations at vesting, which is a common, administrative action and generally not indicative of management selling stock for diversification or liquidity. The transaction reduced direct beneficial ownership to 206,034 shares. For governance review, this is a non-discretionary disposition and does not signal insider confidence changes or trigger typical insider trading concerns. Documentation is complete with an attorney-in-fact signature.

Securities Analyst

TL;DR: Transaction is immaterial to valuation; a withholding of 9,520 shares at $65.34 relates to tax settlement on RSU vesting.

From a market-impact perspective, the withheld amount (9,520 shares) is small relative to typical public float and appears executed as a tax-withholding mechanism rather than a market sale. The disclosed price of $65.34 likely reflects the vesting date fair market value used for withholding calculations. No additional derivative or option activity is reported. This filing does not provide new operational or financial metrics to reassess revenue or earnings expectations.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Davis Steven Scott

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President Product & Technology

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		F		9,520(1)	D	$65.34	206,034	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. Represents shares withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person upon the vesting of restricted stock units.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	08/22/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Steven Scott Davis report on Form 4 for PCOR?

The Form 4 reports that 9,520 shares of Procore common stock were disposed of on 08/20/2025 at a price of $65.34, with 206,034 shares held after the transaction.

Why were 9,520 shares disposed of according to the filing?

The filing states these shares were withheld by the issuer to satisfy a tax obligation realized upon vesting of restricted stock units.

Does the Form 4 show an open-market sale by the insider (PCOR)?

No. The disposal is reported as a withholding to satisfy taxes on RSU vesting, not a voluntary open-market sale.

Who signed the Form 4 for the reporting person and when?

The Form 4 was signed by Benjamin C. Singer, Attorney-in-Fact on 08/22/2025.

How much was the reported price per share on the transaction?

The reported price per share for the withheld shares was $65.34.