Procore (NYSE: PCOR) chair exercises stock options, updates holdings

Rhea-AI Filing Summary

Procore Technologies, Inc. chairman Craig F. Courtemanche Jr. reported exercising two stock option awards into common stock. On January 13, 2026, he exercised options to acquire 69,941 shares at $2.42 per share and 22,833 shares at $12.22 per share.

Following these transactions, his direct holding of Procore common stock increased to 864,897 shares. He also reports indirect ownership through several family trusts holding 2,692,461, 1,155,480 and 527,349 shares, plus 23,736 shares held by his spouse.

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)
01/13/2026

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	01/13/2026		M		69,941	A	$2.42	842,064	D
Common Stock	01/13/2026		M		22,833	A	$12.22	864,897	D
Common Stock								2,692,461	I	See Footnote(1)
Common Stock								1,155,480	I	See Footnote(2)
Common Stock								527,349	I	See Footnote(3)
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
Stock Option (Right to Buy)	$2.42	01/13/2026		M			69,941	(4)	11/10/2026	Common Stock	69,941	$2.42	448,975	D
Stock Option (Right to Buy)	$12.22	01/13/2026		M			22,833	(5)	07/12/2028	Common Stock	22,833	$12.22	523,167	D

Explanation of Responses:

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

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

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

4. The shares subject to the option vested in 60 equal monthly installments, beginning on the one month anniversary of February 5, 2016, subject to continued service through each applicable vesting date.

5. The shares subject to the option vested in 48 equal monthly installments, beginning on the one month anniversary of January 1, 2019, subject to continued service through each applicable vesting date.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	01/15/2026
	** 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 transaction did PCOR report for Craig F. Courtemanche Jr.?

The filing shows that Craig F. Courtemanche Jr., chairman of the board of Procore Technologies, Inc. (PCOR), exercised previously granted stock options to acquire additional shares of the company’s common stock on January 13, 2026.

How many Procore (PCOR) stock options were exercised and at what prices?

On January 13, 2026, he exercised stock options covering 69,941 shares at $2.42 per share and 22,833 shares at $12.22 per share, converting those options into Procore common stock.

How many Procore (PCOR) shares does Craig Courtemanche Jr. hold directly after this Form 4?

After the reported option exercises, direct beneficial ownership of Procore common stock by Craig F. Courtemanche Jr. totaled 864,897 shares, as shown in the filing.

What indirect Procore (PCOR) shareholdings are disclosed for Craig Courtemanche Jr.?

The filing reports indirect ownership through several family trusts and his spouse, including trusts holding 2,692,461, 1,155,480 and 527,349 Procore shares, plus 23,736 shares held by his spouse.

What do the Form 4 footnotes say about the PCOR shares held in trusts?

The footnotes state that certain share blocks are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust, the Courtemanche 2021 Irrevocable Trust, and The Courtemanche 2016 Irrevocable Trust, clarifying that these positions are owned through those trust entities.

What are the vesting terms for the Procore stock options exercised on January 13, 2026?

According to the footnotes, one option grant vested in 60 equal monthly installments beginning one month after February 5, 2016, and the other vested in 48 equal monthly installments beginning one month after January 1, 2019, in each case subject to continued service through each vesting date.