Director O'Connor’s trust sells 15,384 Procore (PCOR) shares under 10b5-1 plan

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. director Kevin J. O'Connor reported indirect open-market sales of 15,384 shares of common stock. A revocable trust associated with him sold 7,528 and 164 shares on March 10 at weighted average prices of $57.23 and $58.03, and 7,692 shares on March 11 at $57.48. These transactions were executed under a pre-arranged Rule 10b5-1 trading plan dated November 21, 2024. Following the sales, the trust held 996,752 shares indirectly, and O'Connor also held 16,632 shares directly.

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).

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)
03/10/2026

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	03/10/2026		S(1)		7,528	D	$57.23(2)	1,004,608	I	See Footnote(3)
Common Stock	03/10/2026		S(1)		164	D	$58.03(4)	1,004,444	I	See Footnote(3)
Common Stock	03/11/2026		S(1)		7,692	D	$57.48(5)	996,752	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 $56.84 to $57.83, 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 $57.85 to $58.295, 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 $57.05 to $57.75, 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	03/12/2026
	** 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).
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FAQ

What insider transaction did Procore (PCOR) disclose for Kevin J. O'Connor?

Procore disclosed that a revocable trust associated with director Kevin J. O'Connor sold 15,384 shares of common stock in open-market transactions. The sales occurred on March 10 and 11, 2026, at weighted average prices around the high-$50 range.

At what prices were the Procore (PCOR) shares sold in this Form 4 filing?

The disclosed sales occurred at weighted average prices of $57.23, $58.03, and $57.48 per share. Footnotes state the actual sale prices ranged from about $56.84 to $58.30, with detailed breakdowns available upon request.

Were Kevin J. O'Connor’s Procore (PCOR) stock sales pre-planned under Rule 10b5-1?

Yes. The filing states these shares were sold pursuant to a Rule 10b5-1 trading plan dated November 21, 2024. Such plans allow insiders to schedule trades in advance, helping separate routine diversification from opportunistic timing decisions.

How many Procore (PCOR) shares does Kevin J. O'Connor hold after the reported sales?

After the reported sales, a revocable trust associated with Kevin J. O'Connor held 996,752 Procore shares indirectly, while he also held 16,632 shares directly. These post-transaction holdings are disclosed in the Form 4 ownership columns.

What proportion of Kevin J. O'Connor’s Procore (PCOR) holdings was sold in this Form 4?

The filing shows sales of 15,384 shares against post-transaction holdings of 996,752 indirect shares plus 16,632 direct shares. This indicates only a small portion of his disclosed Procore position was sold in these transactions.

How are the sold Procore (PCOR) shares held according to the Form 4 footnotes?

The footnotes explain that the sold shares are held by the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19. The transactions are therefore attributed to this trust, which is associated with O'Connor as the reporting person and company director.