Procore Technologies (PCOR) chairman and director reports December 2025 stock sales

Rhea-AI Filing Summary

Procore Technologies, Inc. reported an insider stock sale by a director who also serves as Chairman of the Board. On 12/15/2025, the reporting person indirectly sold 64,707 shares of common stock at a weighted average price of $72.62 and a further 10,293 shares at a weighted average price of $73.21, through an entity identified as the Courtemanche 2021 Irrevocable Trust.

Following these transactions, that trust beneficially owned 1,155,480 shares of Procore common stock. The filing also lists additional shares held directly, as well as through other family trusts and the reporting person’s spouse, indicating that the reporting person continues to have a significant indirect and direct equity interest in the company.

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

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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^*

Courtemanche Craig F. Jr.

(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)	X	Other (specify below)
			Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		S		64,707	D	$72.62(1)	1,165,773	I	See Footnote(2)
Common Stock	12/15/2025		S		10,293	D	$73.21(3)	1,155,480	I	See Footnote(2)
Common Stock								772,123	D
Common Stock								2,692,461(4)	I	See Footnote(5)
Common Stock								527,349	I	See Footnote(6)
Common Stock								23,736	I	Spouse

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. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $72.11 to $73.10, 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.

2. These shares are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021.

3. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $73.11 to $73.37, 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.

4. Includes 133 shares that were received in connection with non-reportable fund distributions.

5. These shares are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012.

6. These shares are held by The Courtemanche 2016 Irrevocable Trust.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	12/17/2025
	** 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 insider transaction did Procore Technologies (PCOR) disclose in this Form 4?

The company disclosed that a reporting person who is a director and Chairman of the Board sold shares of Procore Technologies, Inc. common stock in an insider transaction.

How many Procore Technologies (PCOR) shares were sold in this insider transaction?

On 12/15/2025, the reporting person indirectly sold 64,707 shares of common stock in one transaction and 10,293 shares in a second transaction, both coded as sales.

At what prices were the PCOR shares sold by the Procore insider?

The 64,707 shares were sold at a weighted average price of $72.62, with individual sale prices ranging from $72.11 to $73.10. The 10,293 shares were sold at a weighted average price of $73.21, with prices ranging from $73.11 to $73.37.

How many Procore Technologies (PCOR) shares does the reporting person still beneficially own after the sales?

After the reported transactions, the Courtemanche 2021 Irrevocable Trust beneficially owned 1,155,480 shares of Procore common stock. The filing also shows additional holdings directly and through other family trusts and the reporting person’s spouse.

What is the relationship of the reporting person to Procore Technologies (PCOR)?

The reporting person is identified as a Director of Procore Technologies, Inc. and is also marked as Other – Chairman of the Board.

Which entities hold the reporting person’s indirect Procore (PCOR) ownership?

Indirect holdings are reported through the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021, the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012, and The Courtemanche 2016 Irrevocable Trust, as well as shares held by the reporting person’s spouse.