PCOR Insider Filing: 5,596 RSUs Tax-Settled; 4,205 Shares Sold Under 10b5-1

Rhea-AI Filing Summary

Benjamin C. Singer, Chief Legal Officer and Secretary of Procore Technologies (PCOR), reported two transactions in common stock. On 08/20/2025 the company withheld 5,596 shares upon vesting of restricted stock units to satisfy a tax obligation; the transaction is reported at $65.34 per share. On 08/21/2025 Singer sold 4,205 shares pursuant to a 10b5-1 trading plan dated August 15, 2024, at a weighted average price of $63.67 (sales ranged from $63.34 to $63.905). After these actions Singer beneficially owns 86,366 shares, reported as direct ownership.

Positive

• Transactions disclosed clearly with explanations for tax withholding and 10b5-1 plan sales
• 10b5-1 plan in place (dated August 15, 2024), indicating trades were pre-established
• Weighted-average sale price and trade range disclosed with offer to provide per-price breakdown on request

Negative

• Net reduction in direct holdings: beneficial ownership decreased from 90,571 to 86,366 shares after transactions
• Officer sold shares (4,205) which reduces insider ownership and may be noted by investors

Insights

Securities Analyst

TL;DR: Insider withheld RSUs for taxes and executed pre-established sales under a 10b5-1 plan; transactions are routine and disclosed properly.

These filings show a tax-withholding disposition of vested restricted stock units and subsequent plan-based sales. The 10b5-1 plan and the reporting of a weighted-average sale price with a disclosed trade range support compliance and transparency. The post-transaction direct ownership is disclosed, allowing investors to track insider exposure. No derivative or option transactions are reported.

Corporate Governance Expert

TL;DR: Officer complied with disclosure rules; sales were executed under a dated 10b5-1 plan and taxable RSUs were withheld.

The Form 4 includes required explanations: withheld shares to satisfy tax on RSU vesting and sales under a 10b5-1 plan dated August 15, 2024. The reporting includes the weighted average sale price and an undertaking to provide per-price sale details on request, which aligns with good governance and transparency practices for insider activity.

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).

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^*

Singer Benjamin C

(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)
	Chief Legal Officer; Secretary

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		5,596(1)	D	$65.34	90,571	D
Common Stock	08/21/2025		S		4,205(2)	D	$63.67(3)	86,366	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. Shares sold pursuant to a 10b5-1 plan dated August 15, 2024.

3. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $63.34 to $63.905 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.

Remarks:

	/s/ Benjamin C. Singer	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 did Benjamin C. Singer report on Form 4 for PCOR?

The form reports withholding of 5,596 vested RSU shares for taxes on 08/20/2025 and sale of 4,205 shares under a 10b5-1 plan on 08/21/2025.

At what price were the PCOR shares sold by the reporting person?

The sales were reported at a weighted average price of $63.67 per share, with individual sale prices ranging from $63.34 to $63.905.

Why were 5,596 shares transferred on 08/20/2025?

Those 5,596 shares were withheld by the issuer to satisfy a tax obligation realized upon vesting of restricted stock units, as stated in the filing.

Was the sale executed under an insider trading plan?

Yes. The filing states the sale of 4,205 shares was executed pursuant to a 10b5-1 plan dated August 15, 2024.

How many PCOR shares does Benjamin C. Singer own after these transactions?

After the reported transactions the filing shows direct beneficial ownership of 86,366 shares.