Procore Insider Filing: 7,080 Shares Withheld to Cover Taxes

Rhea-AI Filing Summary

Procore Technologies (PCOR) Form 4: Lawrence Joseph Stack, Chief Revenue Officer, reported a transaction dated 08/20/2025 in which 7,080 shares of Procore common stock were disposed of at an effective price of $65.34. The filing states these shares were withheld by the issuer to satisfy a tax obligation arising when restricted stock units vested. After the withholding, Mr. Stack beneficially owns 201,208 shares, reported in a direct ownership form. The Form 4 is signed by an attorney-in-fact, Benjamin C. Singer, on 08/22/2025. The filing contains no other transactions or derivative activity.

Positive

• Tax withholding was executed by the issuer to settle RSU tax obligations, avoiding an open-market sale
• Significant remaining direct ownership reported: 201,208 shares remain beneficially owned after withholding

Negative

• Disposition recorded: 7,080 shares were withheld, reducing the reporting person's share count

Insights

Securities Analyst

TL;DR: Routine tax-withholding on RSU vesting; modest share reduction with continued substantial direct ownership.

The reported disposal of 7,080 shares reflects shares withheld to cover tax liabilities from RSU vesting rather than an open-market sale. At $65.34 per share, the withholding reduced the reporting person's share count but left a sizable direct stake of 201,208 shares. This is a standard equity-compensation settlement and typically carries neutral informational value for investors unless combined with other insider selling patterns.

Corporate Governance Expert

TL;DR: Governance filing documents compensation settlement; no red flags or governance concerns disclosed.

The Form 4 documents an internal withholding action to satisfy tax obligations on vested RSUs, executed through the issuer rather than a market transaction. The filing was executed via attorney-in-fact and clearly states direct ownership remaining. There are no indications of policy violations, unusual transfers, or derivative transactions. As a routine compliance disclosure, the filing appears standard under Section 16 reporting requirements.

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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OMB Number:			3235-0287
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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)
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		7,080(1)	D	$65.34	201,208	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	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 the Form 4 for PCOR filed by Lawrence Joseph Stack report?

The Form 4 reports that on 08/20/2025 7,080 shares were disposed of at an effective price of $65.34 via withholding to satisfy tax obligations from RSU vesting.

Why were the 7,080 shares disposed of according to the filing?

The filing states the shares were withheld by the issuer to satisfy a tax obligation realized upon the vesting of restricted stock units.

How many Procore (PCOR) shares does the reporting person own after the transaction?

After the reported withholding, the reporting person beneficially owns 201,208 shares, held in a direct ownership form.

What is the reporting person's role at Procore and who signed the Form 4?

The reporting person is listed as Chief Revenue Officer Lawrence Joseph Stack. The Form 4 was signed by Benjamin C. Singer, Attorney-in-Fact on 08/22/2025.

Does the Form 4 show any options, derivatives, or other transactions?

No. The filing lists only the non-derivative withholding of 7,080 common shares; there are no derivative transactions reported.