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Procore (PCOR) chairman sells 56K shares after option exercise under 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. Chairman of the Board Craig F. Courtemanche Jr. reported a combination of option exercises and share sales in company stock. On May 11, 2026, he exercised stock options covering 56,122 shares of common stock at an exercise price of $2.42 per share and received the corresponding common shares.

That same day, he sold a total of 56,122 common shares in three open-market transactions at weighted average prices of $50.26, $51.16, and $52.69 per share, pursuant to a pre-arranged Rule 10b5-1 trading plan dated December 9, 2025. After these transactions, he directly holds 983,702 shares of common stock and retains options on 280,610 shares. In addition to these direct holdings, indirect positions are reported through a spouse and multiple family trusts.

Positive

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Negative

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Insider Courtemanche Craig F. Jr.
Role null
Sold 56,122 shs ($2.87M)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 56,122 $2.42 $136K
Exercise Common Stock 56,122 $2.42 $136K
Sale Common Stock 24,286 $50.26 $1.22M
Sale Common Stock 21,287 $51.16 $1.09M
Sale Common Stock 10,549 $52.69 $556K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 280,610 shares (Direct, null); Common Stock — 983,702 shares (Direct, null); Common Stock — 2,692,461 shares (Indirect, See Footnote)
Footnotes (1)
  1. These shares sold pursuant to a 10b5-1 plan dated December 9, 2025. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $49.74 to $50.71, 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. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $50.83 to $51.75, 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. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $52.21 to $53.09, 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. These shares are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012. These shares are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021. These shares are held by The Courtemanche 2016 Irrevocable Trust. 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.
Shares sold 56,122 shares Open-market sales of common stock on May 11, 2026
Sale prices $50.26, $51.16, $52.69/share Weighted average prices for three sale tranches
Options exercised 56,122 shares at $2.42/share Stock option exercise converting into common stock
Direct holdings after 983,702 shares Common stock directly held after transactions
Remaining options 280,610 options Stock options outstanding after the reported exercise
Spouse indirect holdings 23,736 shares Common stock held indirectly through spouse
Largest trust holding 2,692,461 shares Common stock held by The Courtemanche 2016 Irrevocable Trust
Rule 10b5-1 plan financial
"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 UA DTD 6/10/2021."
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.
Stock Option (Right to Buy) financial
"Stock Option (Right to Buy) ... underlying security title Common Stock"
open-market sale financial
"transaction_action open-market sale"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
SEC Form 4
FORM 4UNITED 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 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)
XDirector10% Owner
Officer (give title below)XOther (specify below)
Chairman of the Board
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/11/2026M56,122A$2.42983,702D
Common Stock05/11/2026S(1)24,286D$50.26(2)959,416D
Common Stock05/11/2026S(1)21,287D$51.16(3)938,129D
Common Stock05/11/2026S(1)10,549D$52.69(4)927,580D
Common Stock2,692,461ISee Footnote(5)
Common Stock1,155,480ISee Footnote(6)
Common Stock527,349ISee Footnote(7)
Common Stock23,736ISpouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$2.4205/11/2026M56,122 (8)11/10/2026Common Stock56,122$2.42280,610D
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 $49.74 to $50.71, 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 $50.83 to $51.75, 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $52.21 to $53.09, 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. These shares are held by the 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-Fact05/13/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did PCOR chairman Craig Courtemanche report on May 11, 2026?

Craig Courtemanche reported exercising options for 56,122 Procore shares and selling 56,122 common shares on May 11, 2026. The sales occurred in three open-market transactions at different weighted average prices under a pre-arranged Rule 10b5-1 trading plan.

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

He sold 56,122 Procore common shares in three open-market transactions. The weighted average sale prices were $50.26, $51.16, and $52.69 per share, with each transaction executed pursuant to the terms of a previously established Rule 10b5-1 trading plan.

What stock options did Craig Courtemanche exercise in this Procore Form 4?

He exercised stock options covering 56,122 shares of Procore common stock at an exercise price of $2.42 per share. These options vested in 60 equal monthly installments beginning after February 5, 2016, conditioned on continued service through each applicable vesting date.

How many Procore (PCOR) shares does Craig Courtemanche hold after these transactions?

Following the reported trades, Craig Courtemanche directly holds 983,702 shares of Procore common stock. He also reports indirect holdings through a spouse and several family trusts, in addition to remaining options covering 280,610 shares of Procore common stock.

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

Yes, the Form 4 states the sold shares were pursuant to a Rule 10b5-1 trading plan dated December 9, 2025. Such plans pre-schedule trades in advance, indicating the timing of these open-market sales was determined before the reported transaction date.

What indirect Procore shareholdings are reported for Craig Courtemanche?

Indirect holdings include 23,736 shares held by his spouse and additional shares held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust, the Courtemanche 2021 Irrevocable Trust, and The Courtemanche 2016 Irrevocable Trust, reflecting family-related ownership structures in Procore common stock.