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

Rhea-AI Filing Summary

A director of Procore Technologies, Inc. (PCOR) reported multiple open-market sales of Procore common stock carried out under a Rule 10b5-1 trading plan dated November 21, 2024. On November 12 and 13, 2025, the reporting person sold several blocks of shares at weighted average prices, with sale price ranges from $75.67 to $79.42 per share, as disclosed in the footnotes. After these transactions, the reporting person beneficially owned 1,062,134 shares of Procore common stock indirectly through the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19.

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
Estimated average burden
hours per response:			0.5

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

X

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^*

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)
11/12/2025

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	11/12/2025		S(1)		20,906	D	$77.66(2)	1,087,039	I	See Footnote(3)
Common Stock	11/12/2025		S(1)		14,776	D	$78.58(4)	1,072,263	I	See Footnote(3)
Common Stock	11/12/2025		S(1)		514	D	$79.39(5)	1,071,749	I	See Footnote(3)
Common Stock	11/13/2025		S(1)		8,576	D	$76.3(6)	1,063,173	I	See Footnote(3)
Common Stock	11/13/2025		S(1)		1,039	D	$76.91(7)	1,062,134	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 $77.20 to $78.18, 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 $78.20 to $79.14, 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 $79.325 to $79.42, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $75.67 to $76.61, 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $76.68 to $77.265, 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	11/14/2025
	** 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 activity at Procore Technologies (PCOR) is reported in this Form 4?

The Form 4 reports that a director of Procore Technologies, Inc. sold multiple blocks of common stock in open-market transactions on November 12 and 13, 2025, under a pre-arranged Rule 10b5-1 trading plan.

How many Procore (PCOR) shares does the reporting person still own after the transactions?

Following the reported sales, the reporting person beneficially owned 1,062,134 shares of Procore common stock, held indirectly through the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19.

What prices were received for the Procore (PCOR) stock sales in this Form 4?

The sales were executed at weighted average prices, with shares sold in ranges including $77.20 to $78.18, $78.20 to $79.14, $79.325 to $79.42, $75.67 to $76.61, and $76.68 to $77.265 per share.

Was the Procore (PCOR) insider trading under a Rule 10b5-1 plan?

Yes. The reported sales were made pursuant to a Rule 10b5-1 trading plan dated November 21, 2024, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

How is the Procore (PCOR) stock held by the reporting person structured?

The remaining 1,062,134 shares of Procore common stock are held indirectly through the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19, as noted in the footnotes.

What transaction code is used for the Procore (PCOR) insider sales and what does it indicate?

The transactions use the code S, indicating open-market or private sale of non-derivative securities, consistent with routine stock sale activity by the reporting person.