Procore (PCOR) director Nanci Caldwell awarded 4,712 RSUs in equity grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CALDWELL NANCI reported acquisition or exercise transactions in this Form 4 filing.

Procore Technologies director Nanci Caldwell received an equity award of 4,712 restricted stock units (RSUs) of common stock. The RSUs vest 100% at the company’s 2027 annual meeting of stockholders, subject to continued board service, and Caldwell elected to defer delivery of the shares until after service ends or a change in control. Following this grant, she beneficially owns 63,871 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CALDWELL NANCI

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,712	$0.00	--

Holdings After Transaction: Common Stock — 63,871 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 4,712 RSUs Grant price: $0.00 per share Total shares after grant: 63,871 shares +2 more

5 metrics

RSUs granted 4,712 RSUs Equity award to director on 2026-06-04

Grant price $0.00 per share Compensation grant, not an open-market purchase

Total shares after grant 63,871 shares Beneficial ownership following RSU award

Vesting timing 2027 annual meeting RSUs vest 100% at 2027 stockholders’ meeting

Deferral period 90 days post-termination or change in control Timing for deferred share delivery after vesting

Key Terms

restricted stock units ("RSUs"), annual meeting of stockholders, change in control, termination of service

4 terms

restricted stock units ("RSUs") financial

"Represents shares of common stock issuable upon the settlement of restricted stock units ("RSUs")."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

annual meeting of stockholders financial

"100% of the RSUs vest on the date of the issuer's 2027 annual meeting of stockholders"

change in control financial

"until the earlier of ... the date of a change in control."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

termination of service financial

"the date that is ninety (90) days following the date of termination of service"

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Form 4 Insider Transactions: What Each Field Means →

06/08/2026 - 09:20 PM

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^*

CALDWELL NANCI

(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)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/04/2026		A		4,712⁽¹⁾	A	$0	63,871	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of common stock issuable upon the settlement of restricted stock units ("RSUs"). 100% of the RSUs vest on the date of the issuer's 2027 annual meeting of stockholders (or the date immediately preceding such date if the Reporting Person's service as a director ends at such annual meeting as a result of the Reporting Person's failure to be re-elected or the Reporting Person not standing for re-election), subject to the Reporting Person's continued service through such vesting date. The Reporting Person has elected to defer the receipt of common stock upon the vesting of the RSUs until the earlier of (i) the date that is ninety (90) days following the date of termination of service, and (ii) the date of a change in control.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	06/08/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Procore (PCOR) director Nanci Caldwell report in this Form 4?

Nanci Caldwell reported receiving 4,712 restricted stock units (RSUs) of Procore common stock as a grant. The RSUs are a form of equity compensation that convert into shares at vesting, increasing her total beneficial ownership to 63,871 shares.

When do Nanci Caldwell’s new Procore (PCOR) RSUs vest?

The 4,712 RSUs vest 100% on the date of Procore’s 2027 annual meeting of stockholders. Vesting is conditioned on Caldwell’s continued service as a director through that date or immediately before it if she is not re-elected or does not stand for re-election.

Did Nanci Caldwell pay for the Procore (PCOR) RSUs granted on this Form 4?

No, the RSUs were granted at a reported price of $0.00 per unit, reflecting compensation rather than a market purchase. Upon vesting, they will settle into common shares under the terms of Procore’s equity compensation arrangements.

How many Procore (PCOR) shares does Nanci Caldwell own after this RSU grant?

After the grant, Caldwell beneficially owns 63,871 shares of Procore common stock. This total includes the shares underlying the newly awarded 4,712 RSUs that will settle into stock once they vest according to the award’s terms.

Has Nanci Caldwell deferred receipt of her Procore (PCOR) RSU shares?

Yes, Caldwell elected to defer receiving the common shares from these RSUs. Delivery will occur on the earlier of 90 days after her service terminates or the date of a change in control, according to the award’s footnote disclosure.

Is this Procore (PCOR) Form 4 a routine equity compensation grant?

Yes, the filing describes a grant of 4,712 RSUs to a director as compensation. There are no reported market purchases or sales, and the award vests in full at the 2027 annual meeting, consistent with standard director equity programs.