Procore (NYSE: PCOR) SVP stock withheld to cover RSU taxes

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. senior vice president and corporate controller William Fred Fleming Jr. reported a tax-withholding disposition, where 1,643 shares of common stock were withheld by the company at $52.02 per share to satisfy taxes on vested RSUs, leaving him with 66,913 shares directly owned.

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 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)
02/20/2026

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	02/20/2026		F		1,643(1)	D	$52.02	66,913	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	02/24/2026
	** 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.

FAQ

What insider transaction did Procore Technologies (PCOR) report for William Fred Fleming Jr.?

Procore reported a tax-withholding disposition for William Fred Fleming Jr. involving 1,643 shares of common stock. The company withheld these shares to cover taxes triggered when his restricted stock units vested, rather than executing an open-market sale.

How many Procore (PCOR) shares were withheld for William Fred Fleming Jr.’s taxes?

A total of 1,643 Procore common shares were withheld to satisfy William Fred Fleming Jr.’s tax obligation. The withholding occurred in connection with the vesting of restricted stock units, as disclosed in the Form 4 footnote describing the nature of the transaction.

At what price were William Fred Fleming Jr.’s Procore (PCOR) shares valued for tax withholding?

The withheld Procore shares were valued at $52.02 per share for the tax-withholding disposition. This per-share value is used solely to calculate the tax obligation related to the vesting of restricted stock units, not to indicate an open-market transaction price.

How many Procore (PCOR) shares does William Fred Fleming Jr. hold after this Form 4 transaction?

Following the tax-withholding disposition, William Fred Fleming Jr. directly holds 66,913 shares of Procore common stock. This post-transaction balance reflects shares remaining after 1,643 shares were withheld by the company to cover taxes on vested restricted stock units.

Was William Fred Fleming Jr.’s Procore (PCOR) Form 4 transaction an open-market sale?

The transaction was not an open-market sale; it was a tax-withholding disposition. Procore withheld 1,643 shares to satisfy a tax obligation arising from restricted stock units vesting, as explicitly described in the Form 4 footnote, rather than selling shares into the market.