Procore (NYSE: PCOR) CRO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. Chief Revenue Officer Lawrence Joseph Stack reported a Form 4 transaction involving a tax-related share disposition. On February 20, 2026, 4,843 shares of common stock were withheld by the company at $52.02 per share to satisfy taxes due upon the vesting of restricted stock units. After this withholding transaction, Stack’s directly held common stock totaled 179,285 shares.

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

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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^*

Stack Lawrence Joseph

(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 Revenue Officer

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		4,843(1)	D	$52.02	179,285	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).
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FAQ

What insider transaction did PCOR executive Lawrence Stack report on this Form 4?

Lawrence Stack reported a tax-withholding disposition of Procore common stock. On February 20, 2026, 4,843 shares were withheld by the company to cover taxes from vesting restricted stock units, rather than sold on the open market.

Was the PCOR Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Procore withheld 4,843 shares to satisfy Lawrence Stack’s tax obligation from vested restricted stock units, according to the filing footnote.

How many PCOR shares were involved in Lawrence Stack’s tax-withholding transaction?

The transaction involved 4,843 shares of Procore common stock. These shares were withheld by the issuer at a price of $52.02 per share to cover taxes triggered when restricted stock units vested for the executive.

What is Lawrence Stack’s Procore share ownership after this Form 4 event?

After the tax-withholding disposition, Lawrence Stack directly holds 179,285 shares of Procore common stock. This figure reflects his position following the withholding of 4,843 shares to satisfy the related tax obligation.

What does transaction code F mean in the PCOR Form 4 filing?

Transaction code F indicates a payment of tax liability by delivering securities. In this case, 4,843 shares of Procore stock were withheld by the company to cover taxes arising from the vesting of restricted stock units.