Procore (PCOR) Director Disposes 16,632 Shares; 10b5-1 Plan Used

Rhea-AI Filing Summary

Kevin J. O'Connor, a director of Procore Technologies (PCOR), reported dispositions of common stock under a 10b5-1 plan dated November 21, 2024. The Form 4 shows three sales on 08/19/2025 and 08/20/2025 totaling 16,632 shares disposed of. Weighted-average sale prices are reported in ranges: $65.81–$66.75, $66.81–$66.82, and $64.585–$65.40, producing the per-line weighted averages of $66.28, $66.82, and $64.85 as listed. After the reported transactions the beneficial ownership is shown at 1,138,713 shares, held indirectly through the Kevin J. O'Connor Revocable Trust.

Positive

• Trades executed under a 10b5-1 plan, indicating prearranged, rule-compliant dispositions
• Detailed disclosure of weighted-average price ranges for each sale tranche, aiding transparency
• Post-transaction beneficial ownership disclosed (1,138,713 shares held indirectly via a revocable trust)

Negative

• Insider dispositions of 16,632 shares reduced holdings from 1,146,459 to 1,138,713, representing insider liquidity

Insights

Securities Analyst

TL;DR: Director sold 16,632 shares under a pre-existing 10b5-1 plan; filings show transparent price ranges and post-sale ownership around 1.14M shares.

The Form 4 documents routine insider dispositions executed pursuant to a 10b5-1 trading plan dated November 21, 2024, which supports an affirmative-defense framework for scheduled trades. The amounts sold (16,632 shares) represent a small fraction of the post-transaction beneficial ownership (about 1.14 million shares), and the filing discloses weighted-average price ranges for the executed sales. For investors, the filing is a standard disclosure of insider liquidity rather than an indicator of operational change.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 rules; sales were via an established 10b5-1 plan and were reported promptly by attorney-in-fact.

The report includes the 10b5-1 plan checkbox, detailed price ranges for each tranche, and an attestation signed by an attorney-in-fact on 08/21/2025. Indirect ownership through a revocable trust is explicitly noted, which clarifies the reporting structure. From a governance perspective, the form demonstrates adherence to insider trading disclosure protocols and provides sufficient granularity for stakeholders seeking trade timing and magnitude details.

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)
08/19/2025

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	08/19/2025		S(1)		7,638	D	$66.28(2)	1,146,459	I	See Footnote(3)
Common Stock	08/19/2025		S(1)		54	D	$66.82(4)	1,146,405	I	See Footnote(3)
Common Stock	08/20/2025		S(1)		7,692	D	$64.85(5)	1,138,713	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 $65.81 to $66.75, 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.

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 $66.81 to $66.82, 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 $64.585 to $65.40, 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	08/21/2025
	** 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 transactions did Kevin J. O'Connor report on Form 4 for PCOR?

He reported dispositions of 16,632 shares of Procore Technologies common stock on 08/19/2025 and 08/20/2025 executed under a 10b5-1 plan.

Were the sales executed under a prearranged trading plan?

Yes. The Form 4 indicates the transactions were made pursuant to a 10b5-1 plan dated November 21, 2024.

What prices were the shares sold at in the reported transactions?

Weighted-average prices shown are $66.28, $66.82 and $64.85, with reported sale price ranges of $65.81–$66.75, $66.81–$66.82 and $64.585–$65.40 respectively.

How many shares does O'Connor beneficially own after these transactions?

1,138,713 shares are shown as beneficially owned following the reported sales, held indirectly through the Kevin J. O'Connor Revocable Trust.

Who signed the Form 4 and when was it signed?

Benjamin C. Singer, Attorney-in-Fact, signed the Form 4 on 08/21/2025.