PCOR Form 4: CEO Withholds 20,997 Shares for RSU Taxes; Large Trust Holdings Remain

Rhea-AI Filing Summary

Craig F. Courtemanche Jr., CEO & President and Director of Procore Technologies (PCOR), reported a transaction dated 08/20/2025 showing 20,997 shares of Common Stock were disposed of at a price of $65.34 per share. The filing states those shares were withheld by the issuer to satisfy a tax obligation from the vesting of restricted stock units. After the reported transaction the reporting person directly owned 677,796 shares. The filing also discloses indirect holdings of 2,692,062, 1,230,480, and 527,349 shares held by three separate trusts, plus 23,736 shares noted as spouse-held. A transfer of 138,826 shares to a family trust is disclosed and 26 shares arose from a non-reportable fund distribution.

Positive

• Timely and detailed disclosure of the tax-withholding transaction and subsequent beneficial ownership balances.
• Substantial insider ownership remains: direct 677,796 shares and large indirect holdings totaling multiple millions across trusts.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-withholding on vested RSUs; CEO retains substantial direct and indirect ownership across multiple trusts.

The Form 4 documents a common, non-market-disposal: 20,997 shares withheld to cover taxes at a reported price of $65.34, reflecting RSU vesting rather than an open-market sale. Post-transaction direct ownership of 677,796 shares plus significant indirect holdings of 2,692,062, 1,230,480, and 527,349 across named trusts indicate concentrated insider ownership. The transfer of 138,826 shares to a family trust is administrative and is disclosed. Overall, this filing appears procedural and not indicative of active selling pressure.

Corporate Governance Expert

TL;DR: Filing shows compliance and centralized ownership structures via trusts; no governance red flags presented.

The Form 4 shows timely reporting of withholding tied to RSU vesting and documents the allocation of shares among family and irrevocable trusts, including a specific transfer of 138,826 shares to a family trust dated 11/01/2012. The presence of multiple trusts and spouse-held shares is clearly noted, supporting transparency about indirect beneficial ownership. There are no indications of undisclosed related-party transactions or departures from Section 16 reporting norms in this filing.

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

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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
X	Officer (give title below)	X	Other (specify below)
	CEO & President		Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		F		20,997(1)	D	$65.34	677,796(2)	D
Common Stock								2,692,062(2)(3)	I	See Footnote(4)
Common Stock								1,230,480	I	See Footnote(5)
Common Stock								527,349	I	See Footnote(6)
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 withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person upon the vesting of restricted stock units.

2. 138,826 shares were transferred by Craig F. Courtemanche, Jr. to the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012.

3. Includes 26 shares that were received in connection with a non-reportable fund distribution.

4. The shares are held by Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012.

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

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

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	08/22/2025
	** 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 transaction did Craig F. Courtemanche Jr. report on Form 4 for PCOR?

The Form 4 reports 20,997 Common Stock shares were disposed of on 08/20/2025, withheld to satisfy a tax obligation related to RSU vesting at a reported price of $65.34 per share.

How many shares does the reporting person directly own after the transaction?

After the reported transaction the reporting person directly owned 677,796 shares of Common Stock.

What indirect holdings are disclosed by the reporting person in the Form 4?

The filing discloses indirect holdings of 2,692,062, 1,230,480, and 527,349 shares held by named trusts, plus 23,736 spouse-held shares.

Was there any transfer of shares noted in the explanations?

Yes. The filing states 138,826 shares were transferred to the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated November 1, 2012.

Did the Form 4 disclose any non-reportable share amounts?

Yes. The filing notes 26 shares were received in connection with a non-reportable fund distribution.