Procore chair exercises options, sells 56K shares

Procore’s board chair exercised options and sold 56,122 PCOR shares under a pre-set Rule 10b5-1 trading plan.

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. (PCOR) director and Chairman of the Board Craig F. Courtemanche Jr. reported exercising stock options for 56,122 shares of common stock at $2.42 per share on September 10, 2026, then selling a total of 56,122 shares in open-market transactions at weighted average prices around $53–$54 per share. The sales were made under a Rule 10b5-1 trading plan dated December 9, 2025. He also reports indirect holdings through several family trusts and 23,736 shares held indirectly through his spouse.

Insider Trade Summary 10b5-1

Exercise and Sale: 56,122 shares ($2.87M approx. pre-tax spread)

Exercise and Sale 8 txns

Insider Courtemanche Craig F. Jr.

Role Director

Sold 56,122 shs ($3.00M)

Approx. gross sale proceeds $3.00M

Approx. exercise cost $136K

Approx. pre-tax spread $2.87M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) F8	56,122	$2.42	$136K
Exercise	Common Stock	56,122	$2.42	$136K
Sale	Common Stock F1, F2	46,419	$53.41	$2.48M
Sale	Common Stock F1, F3	9,703	$53.81	$522K
holding	Common Stock F4, F5	--	--	--
holding	Common Stock F6	--	--	--
holding	Common Stock F7	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 56,122 contracts (Direct); Common Stock — 908,316 shares (Direct); Common Stock — 4,375,556 shares (Indirect, See Footnote); Common Stock — 23,736 shares (Indirect, Spouse)

Footnotes (8)

1. F1. These shares sold pursuant to a 10b5-1 plan dated December 9, 2025.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $52.67 to $53.665, 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. F3. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $53.67 to $53.96, 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.
4. F4. Includes 133 shares that were received in connection with a non-reportable fund distribution.
5. F5. These shares were held by Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012.
6. F6. These shares are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021.
7. F7. These shares are held by The Courtemanche 2016 Irrevocable Trust.
8. F8. 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.

Key Figures

Options exercised: 56,122 shares Option exercise price: $2.42 per share Shares sold at $53.41: 46,419 shares +5 more

8 metrics

Options exercised 56,122 shares Stock options for Procore common stock exercised on September 10, 2026

Option exercise price $2.42 per share Exercise price for the 56,122-stock-option exercise

Shares sold at $53.41 46,419 shares Open-market sale at weighted average price of $53.41 on September 10, 2026

Shares sold at $53.81 9,703 shares Open-market sale at weighted average price of $53.81 on September 10, 2026

Price range for first sale block $52.67–$53.665 per share Range of individual trade prices within the 46,419-share sale block

Price range for second sale block $53.67–$53.96 per share Range of individual trade prices within the 9,703-share sale block

Indirect spouse holdings 23,736 shares Common stock held indirectly through spouse after the reported date

Fund distribution component 133 shares Included in a trust position from a non-reportable fund distribution

Key Terms

Rule 10b5-1 plan, weighted average price, irrevocable trust, non-reportable fund distribution, +1 more

5 terms

Rule 10b5-1 plan regulatory

"These shares sold pursuant to a 10b5-1 plan dated December 9, 2025"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

weighted average price financial

"The price reported in Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

irrevocable trust financial

"These shares are held by the Courtemanche 2021 Irrevocable Trust"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

non-reportable fund distribution financial

"Includes 133 shares that were received in connection with a non-reportable fund distribution"

Family Trust financial

"held by Craig F. Courtemanche and Hillary Courtemanche Family Trust"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PCOR director Craig F. Courtemanche Jr. report in this Form 4?

He exercised options for 56,122 PCOR shares at $2.42 per share and sold 56,122 common shares in open-market transactions on September 10, 2026, while also disclosing various indirect holdings through family trusts and his spouse.

How many Procore (PCOR) shares did Courtemanche sell and at what prices?

He sold 46,419 shares at a weighted average price of $53.41 and 9,703 shares at a weighted average price of $53.81. Footnotes state these represent ranges of $52.67–$53.665 and $53.67–$53.96, respectively.

Were Courtemanche’s PCOR stock sales made under a Rule 10b5-1 plan?

Yes. The filing notes the sold shares were pursuant to a 10b5-1 plan dated December 9, 2025, and the document-level 10b5-1 checkbox is affirmed, indicating the trades followed a pre-arranged trading plan.

What stock options in PCOR did Courtemanche exercise?

He exercised a stock option for 56,122 shares of Procore common stock at an exercise price of $2.42 per share. A footnote explains these option shares vested in 60 equal monthly installments beginning February 5, 2016, subject to continued service.

What indirect holdings in Procore (PCOR) shares does Courtemanche report?

He reports indirect ownership through multiple family and irrevocable trusts, including a family trust and trusts dated 2016 and 2021, plus 23,736 PCOR shares held indirectly through his spouse. One trust position includes 133 shares from a non-reportable fund distribution.

Did Courtemanche retain PCOR shares after these transactions?

The filing shows indirect holdings through family trusts and 23,736 shares held by his spouse following the reported transactions. The structured data does not state a total direct common-share balance after the sales.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 08:38 PM Accepted by SEC EDGAR 09/14/2026 - 08:38 PM Learn about SEC filing dates

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^*

Courtemanche Craig F. Jr.

(Last) (First) (Middle)

C/O PROCORE TECHNOLOGIES, INC.

6309 CARPINTERIA AVENUE

(Street)

CARPINTERIA CALIFORNIA 93013

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/10/2026		M		56,122	A	$2.42	964,438	D
Common Stock	09/10/2026		S(1)		46,419	D	$53.41(2)	918,019	D
Common Stock	09/10/2026		S(1)		9,703	D	$53.81(3)	908,316	D
Common Stock								2,692,727(4)	I	See Footnote(5)
Common Stock								1,155,480	I	See Footnote(6)
Common Stock								527,349	I	See Footnote(7)
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	09/10/2026		M			56,122	(8)	11/10/2026	Common Stock	56,122	$2.42	56,122	D

Explanation of Responses:

1. These shares sold pursuant to a 10b5-1 plan dated December 9, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $52.67 to $53.665, 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. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $53.67 to $53.96, 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.

4. Includes 133 shares that were received in connection with a non-reportable fund distribution.

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

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

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

8. 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.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	09/14/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)