Procore (NYSE: PCOR) controller holds 102,673 shares after tax withholding

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. (PCOR) reported an insider tax-withholding transaction by William Fred Fleming Jr., SVP, Corporate Controller. On August 20, 2026, 2,308 shares of common stock were withheld at $62.92 per share to satisfy taxes upon vesting of restricted stock units, leaving Fleming with 102,673 shares held directly.

Insider Trade Summary

Net Seller: 2,308 shares

Net Sell 1 txn

Insider Fleming William Fred Jr

Role SVP, Corporate Controller

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	2,308	$62.92	$145K

Holdings After Transaction: Common Stock — 102,673 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person upon the vesting of restricted stock units.

Key Figures

Shares withheld for taxes: 2,308 shares Share value used for withholding: $62.92 per share Shares owned after transaction: 102,673 shares

3 metrics

Shares withheld for taxes 2,308 shares Common stock withheld August 20, 2026 to satisfy tax obligation on RSU vesting

Share value used for withholding $62.92 per share Valuation per share for the 2,308 shares withheld

Shares owned after transaction 102,673 shares Directly held by William Fred Fleming Jr. after the August 20, 2026 transaction

Key Terms

restricted stock units, withheld by the Issuer, tax obligation

3 terms

restricted stock units financial

"upon the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withheld by the Issuer financial

"Represents shares withheld by the Issuer to satisfy a tax obligation"

tax obligation financial

"to satisfy a tax obligation realized by the Reporting Person"

FAQ

What insider transaction did PCOR report for William Fred Fleming Jr.?

PCOR reported that William Fred Fleming Jr., SVP, Corporate Controller, had 2,308 shares of common stock withheld on August 20, 2026, to satisfy a tax obligation arising from the vesting of restricted stock units.

Was the PCOR insider transaction a market sale or a tax withholding?

The transaction was a tax-withholding disposition, not an open-market sale. PCOR states the 2,308 shares were withheld by the issuer to satisfy a tax obligation upon vesting of restricted stock units.

At what price were the withheld PCOR shares valued in this Form 4?

The 2,308 withheld PCOR common shares were valued at $62.92 per share in connection with satisfying the reporting person’s tax obligation related to restricted stock unit vesting.

How many PCOR shares does William Fred Fleming Jr. hold after this transaction?

Following the withholding of 2,308 shares for taxes, William Fred Fleming Jr. directly holds 102,673 shares of Procore Technologies, Inc. common stock, as reported in the Form 4.

Was the PCOR insider transaction under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and the footnote explains the event as shares withheld by the issuer to satisfy a tax obligation upon restricted stock unit vesting.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/24/2026 - 09:21 PM Accepted by SEC EDGAR 08/24/2026 - 09:20 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).

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^*

Fleming William Fred Jr

(Last) (First) (Middle)

C/O PROCORE TECHNOLOGIES, INC.

6309 CARPINTERIA AVE

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Corporate Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

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	08/20/2026		F		2,308(1)	D	$62.92	102,673	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. Represents shares withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person upon the vesting of restricted stock units.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	08/24/2026
	** 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)