Procore SVP reports RSU tax withholding and 61,306 shares owned

Rhea-AI Filing Summary

Procore Technologies, Inc. officer reports tax-related share withholding

A senior vice president and corporate controller of Procore Technologies, Inc. (PCOR) reported a routine equity transaction dated 11/20/2025. The filing shows that 2,140 shares of common stock were withheld by the company at a price of $71.74 per share to cover taxes due upon the vesting of restricted stock units. After this withholding, the reporting person beneficially owned 61,306 shares of Procore common stock. This total includes 137 shares that were purchased through the company’s employee stock purchase plan on November 15, 2025.

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
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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^*

Fleming William Fred 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		F		2,140(1)	D	$71.74	61,306(2)	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.

2. Includes 137 shares purchased through the Issuer's employee stock purchase plan on November 15, 2025.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	11/21/2025
	** 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 insider transaction did Procore Technologies (PCOR) report in this Form 4?

The Form 4 reports that a Procore senior vice president and corporate controller had 2,140 shares of common stock withheld on 11/20/2025 to satisfy tax obligations from vesting restricted stock units.

Who is the reporting person in this Procore Technologies (PCOR) Form 4?

The reporting person is an officer of Procore Technologies, Inc., serving as SVP, Corporate Controller, and is filing individually as indicated by the Form 4.

How many Procore (PCOR) shares did the insider own after the reported transaction?

Following the tax withholding transaction, the insider beneficially owned 61,306 shares of Procore Technologies, Inc. common stock.

What was the purpose of the 2,140 Procore (PCOR) shares withheld?

The 2,140 shares were withheld by Procore to satisfy a tax obligation realized by the reporting person upon the vesting of restricted stock units.

Does the Form 4 mention Procore (PCOR) employee stock purchase plan activity?

Yes. The reported beneficial ownership includes 137 shares that were purchased through Procore’s employee stock purchase plan on November 15, 2025.

Is this Procore Technologies (PCOR) Form 4 filed by one or multiple reporting persons?

The Form 4 is indicated as being filed by one reporting person, not jointly with others.