Procore Insider Kevin O’Connor Trims Holdings Under 10b5-1 Plan

Rhea-AI Filing Summary

Procore Technologies, Inc. (PCOR) – Form 4 insider transaction

Director Kevin J. O’Connor, acting through the Kevin J. O’Connor Revocable Trust, reported the sale of 16,632 shares of Procore common stock on 9-10 July 2025. The dispositions were executed under a pre-arranged Rule 10b5-1 plan dated 21 Nov 2024.

The shares were sold in five blocks at weighted-average prices ranging from $71.27 to $75.06, producing roughly $1.2 million in gross proceeds. After the transactions, the trust’s indirect ownership declined from 1,170,729 shares to 1,154,097 shares, a reduction of about 1.4 %—the filer remains a significant shareholder.

No derivative securities were involved and the filing contains no references to company-specific events, earnings data or new compensation awards. Sales executed pursuant to a 10b5-1 plan generally reduce concerns of opportunistic timing, yet investors often monitor insider selling for potential sentiment signals.

Positive

• Sales executed under a disclosed Rule 10b5-1 plan, reducing concerns over opportunistic trading.
• Insider maintains a sizeable 1.15 million-share position, indicating ongoing confidence in PCOR.

Negative

• Director sold 16,632 shares (~$1.2 million), which some investors may interpret as a bearish signal.
• No offsetting insider purchases were reported, leaving the net insider activity negative.

Insights

Securities Analyst

TL;DR: Routine 10b5-1 sale; minimal ownership impact, neutral signal.

The 16,632-share disposition equates to roughly 1.4 % of Mr. O’Connor’s holdings and <0.1 % of PCOR’s float. Because the trades were executed under a disclosed Rule 10b5-1 plan, they appear pre-scheduled rather than reactive to near-term news. The insider retains more than 1.15 million shares, suggesting continued alignment with shareholders. From a valuation or earnings-expectations standpoint, the filing is unlikely to be materially impactful.

Risk Analyst

TL;DR: Insider selling still creates mild overhang despite 10b5-1 protection.

Even planned sales can be interpreted as a modest negative because they increase public float and may hint at portfolio diversification. The transaction’s dollar value (~$1.2 million) is not immaterial, and the market could view any uptick in insider selling activity as a sentiment headwind. Nevertheless, the small percentage of ownership sold tempers the risk. Overall impact leans slightly negative but not thesis-changing.

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)
07/09/2025

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	07/09/2025		S(1)		5,247	D	$72.58(2)	1,164,577	I	See Footnote(3)
Common Stock	07/09/2025		S(1)		2,445	D	$73.41(4)	1,162,132	I	See Footnote(3)
Common Stock	07/10/2025		S(1)		3,412	D	$71.82(5)	1,158,720	I	See Footnote(3)
Common Stock	07/10/2025		S(1)		4,280	D	$72.58(6)	1,154,440	I	See Footnote(3)
Common Stock	07/10/2025		S(1)		343	D	$75.03(7)	1,154,097	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 $72.07 to $73.005, 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 $73.155 to $73.60, 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 $71.27 to $72.26, 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 $72.30 to $73.00, 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $75.00 to $75.06, 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/ Travis Shrout, Attorney-in-Fact	07/11/2025
	** 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 Kevin J. O’Connor sell in July 2025?

He disposed of 16,632 shares on 9-10 July 2025.

At what prices were the PCOR shares sold?

Weighted-average prices ranged from $71.27 to $75.06 per share.

Was the sale conducted under a Rule 10b5-1 trading plan?

Yes. All transactions were made pursuant to a 10b5-1 plan dated 21 Nov 2024.

How many PCOR shares does the insider still own after the sale?

The trust now holds 1,154,097 shares of Procore common stock.

What percentage of his holdings did the director sell?

Approximately 1.4 % of his previously reported indirect holdings.