Procore Board Member Maintains Large Stake Despite $1M Stock Sale

Rhea-AI Filing Summary

Director Kevin J. O'Connor of Procore Technologies (PCOR) executed significant stock sales through a pre-arranged 10b5-1 trading plan dated November 21, 2024. The transactions occurred over two days:

On June 17, 2025:

• Sold 2,598 shares at avg. price of $64.84
• Sold 5,094 shares at avg. price of $65.59

On June 18, 2025:

• Sold 6,395 shares at avg. price of $66.41
• Sold 1,297 shares at avg. price of $67.26

Following these transactions, O'Connor maintains 1,169,824 shares indirectly through the Kevin J. O'Connor Revocable Trust and 16,632 shares directly. The systematic selling pattern and increasing price points suggest orderly liquidation under the 10b5-1 plan, with total proceeds exceeding $1 million.

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^*

O CONNOR KEVIN J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		S(1)		2,598	D	$64.84(2)	1,182,610	I	See Footnote(3)
Common Stock	06/17/2025		S(1)		5,094	D	$65.59(4)	1,177,516	I	See Footnote(3)
Common Stock	06/18/2025		S(1)		6,395	D	$66.41(5)	1,171,121	I	See Footnote(3)
Common Stock	06/18/2025		S(1)		1,297	D	$67.26(6)	1,169,824	I	See Footnote(3)
Common Stock								16,632	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. These shares sold pursuant to a 10b5-1 plan dated November 21, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $64.75 to $64.91, 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. These shares are held by the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19.

4. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $65.10 to $65.95, 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. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $65.92 to $66.91, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $66.95 to $67.30, 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, Attorney-in-Fact	06/20/2025
	** 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

How many PCOR shares did Director Kevin O'Connor sell in June 2025?

Director Kevin O'Connor sold a total of 15,384 shares of PCOR common stock across four transactions on June 17-18, 2025. This included 2,598 shares at $64.84, 5,094 shares at $65.59, 6,395 shares at $66.41, and 1,297 shares at $67.26.

What was the price range of PCOR stock during O'Connor's June 2025 sales?

The PCOR shares were sold at prices ranging from $64.75 to $67.30. Specifically, the sales were executed in different blocks with weighted average prices of: $64.84 (range $64.75-$64.91), $65.59 (range $65.10-$65.95), $66.41 (range $65.92-$66.91), and $67.26 (range $66.95-$67.30).

How many PCOR shares does Kevin O'Connor still own after the June 2025 transactions?

After the reported transactions, Kevin O'Connor owns 1,169,824 shares indirectly through the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19, plus an additional 16,632 shares held directly, for a total of 1,186,456 shares.

Was PCOR Director O'Connor's June 2025 stock sale part of a planned transaction?

Yes, these shares were sold pursuant to a Rule 10b5-1 trading plan that was established on November 21, 2024. This type of plan allows insiders to pre-schedule trades to avoid allegations of trading on material non-public information.