Procore Technologies (PCOR) chair reports 90,027-share PSU-based award

Rhea-AI Filing Summary

Procore Technologies chairman Craig F. Courtemanche Jr. reported an acquisition of 90,027 shares of common stock at $0.00 per share as a grant or award on February 16, 2026. These shares are issuable upon settlement of performance stock units whose performance conditions were certified as met.

After this award, his directly held common stock totaled 954,924 shares. He also reports indirect ownership, including 2,692,461 shares held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated November 1, 2012, 1,155,480 shares held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021, 527,349 shares held by The Courtemanche 2016 Irrevocable Trust, and 23,736 shares held by his spouse.

The performance stock units are now subject only to time-based vesting: one-third vests on February 20, 2026, with the remaining units vesting in equal quarterly installments on February 20, May 20, August 20, and November 20 of each year, subject to his continued service through each vesting date.

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)
02/16/2026

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	02/16/2026		A		90,027(1)	A	$0	954,924	D
Common Stock								2,692,461	I	See Footnote(2)
Common Stock								1,155,480	I	See Footnote(3)
Common Stock								527,349	I	See Footnote(4)
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. Represents shares of common stock issuable upon the settlement of performance stock units ("PSUs") initially subject to both performance-based criteria and time-based vesting. On February 16, 2026, the Compensation Committee of the Company's Board of Directors certified that certain performance-based criteria had been satisfied. As a result, the PSUs that were certified as having satisfied the applicable performance-based criteria are now subject only to the following time-based vesting schedule: One-third (1/3rd) of the PSUs vest on February 20, 2026, and thereafter, one-twelfth (1/12th) of the PSUs vest quarterly on each February 20, May 20, August 20 and November 20 (each, a "Company Vesting Date"), subject to the Reporting Person's continued service through each Company Vesting Date.

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

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

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

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Procore Technologies (PCOR) report for Craig F. Courtemanche Jr.?

Craig F. Courtemanche Jr. reported receiving a grant of 90,027 Procore common shares at $0.00 per share. These are shares issuable upon settlement of performance stock units whose performance conditions were certified, and they now vest over time subject to his continued service.

How do the new performance stock units for Procore (PCOR) vest for Craig Courtemanche?

The performance stock units convert into Procore shares under a time-based schedule. One-third vests on February 20, 2026, and the remaining units vest in equal quarterly installments on February 20, May 20, August 20, and November 20, assuming he continues serving through each vesting date.

What is Craig Courtemanche’s direct Procore (PCOR) share ownership after this Form 4?

Following the reported award, Craig F. Courtemanche Jr. directly holds 954,924 Procore common shares. This figure reflects his direct ownership after the grant of 90,027 shares tied to performance stock units that had their performance criteria certified on February 16, 2026.

What indirect Procore (PCOR) holdings are reported for Craig Courtemanche and related trusts?

Indirect holdings include 2,692,461 Procore shares in the Craig and Hillary Courtemanche Family Trust, 1,155,480 shares in the Courtemanche 2021 Irrevocable Trust, and 527,349 shares in The Courtemanche 2016 Irrevocable Trust, as well as 23,736 shares held by his spouse.

What triggered the certification of performance stock units in this Procore (PCOR) Form 4?

The Compensation Committee certified that certain performance-based criteria for the performance stock units had been satisfied on February 16, 2026. Once certified, the units became subject only to a specified time-based vesting schedule, contingent on Craig Courtemanche’s continued service.