Procore (PCOR) Insider Report: 409,283 RSUs Issued to CEO-Designate

Rhea-AI Filing Summary

Procore Technologies (PCOR) Form 4: The filing reports that Gopal Ajei, listed as a director and "CEO Designate," acquired 409,283 shares of common stock on 09/22/2025 via the settlement of restricted stock units (RSUs) at a $0 purchase price. After the transaction he beneficially owns 409,283 shares directly. The RSUs vest according to the grant agreement: one-fourth vests on the first anniversary of the Vesting Commencement Date, then one-sixteenth vests quarterly on each February 20, May 20, August 20 and November 20, subject to continued service through each vesting date. The form is signed by an attorney-in-fact on 09/22/2025.

Positive

• Significant alignment of interests: 409,283 RSUs vest over multiple years, aligning the CEO-designate with long-term shareholder outcomes
• Clear vesting schedule disclosed: 25% after one year then quarterly vesting provides retention incentives and predictable dilution timing
• Direct beneficial ownership: The shares are reported as directly beneficially owned following settlement

Negative

• Material award without valuation: The filing does not state the grant date fair value or the company share count to assess dilution
• Missing Vesting Commencement Date: The RSU schedule references a Vesting Commencement Date that is not provided in the Form 4
• No performance conditions disclosed: The disclosure indicates time-based vesting only; any performance-based metrics (if applicable) are not specified

Insights

Financial Analyst

TL;DR: A senior executive received a sizable RSU award that vests over time, aligning compensation with continued service.

The grant of 409,283 RSUs to Gopal Ajei represents a material equity award in absolute terms and will dilute existing shareholders only upon settlement; the filing shows a $0 purchase price consistent with RSU awards rather than open-market purchases. The vesting schedule—25% after one year then quarterly vesting thereafter—creates multi-year retention incentives. This is a standard executive compensation structure and, absent additional compensation details or performance conditions in the form, appears routine for onboarding or promotion of a senior executive.

Corporate Governance Expert

TL;DR: RSUs with time-based vesting align the CEO-designate with shareholder interests but raise monitoring needs on total dilution.

Time-based RSUs are a common governance tool to tie executives to long-term performance and retention. The Form 4 discloses direct beneficial ownership and the vesting cadence; it does not disclose the grant date’s valuation or whether any performance metrics apply. For governance review, key missing details include the grant agreement's Vesting Commencement Date and total outstanding share count to assess dilution impact. The disclosure is compliant for Form 4 purposes but limited in contextual detail.

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
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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^*

Gopal Ajei

(Last) (First) (Middle)

C/O PROCORE TECHNOLOGIES INC.

6309 CARPINTERIA AVENUE

(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
X	Officer (give title below)		Other (specify below)
	CEO Designate

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		A		409,283(1)	A	$0	409,283	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 of common stock issuable upon the settlement of restricted stock units ("RSUs"). One-fourth (1/4th) of the RSUs will vest on the first anniversary of the Vesting Commencement Date (as such term is defined in the applicable RSU grant agreement) and thereafter, one-sixteenth (1/16th) of the RSUs will vest quarterly on each February 20, May 20, August 20 and November 20 (each, a "Company Vesting Date") and subject to the Reporting Person's continued service through each Company Vesting Date.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	09/22/2025
	** 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 PCOR insider Gopal Ajei report on Form 4?

The filing reports acquisition of 409,283 common shares on 09/22/2025 via settlement of RSUs and shows 409,283 shares beneficially owned directly.

What is the vesting schedule for the RSUs reported by PCOR?

The RSUs vest 25% on the first anniversary of the Vesting Commencement Date and then 1/16th quarterly on Feb 20, May 20, Aug 20 and Nov 20, subject to continued service.

Was there a purchase price for the shares acquired by Gopal Ajei?

The Form 4 lists a price of $0, indicating the shares were issued upon RSU settlement rather than bought on the open market.

Does the Form 4 disclose performance conditions for the RSUs?

No. The Form 4 discloses only time-based vesting; it does not mention any performance-based conditions.

Who signed the Form 4 for this transaction?

The Form 4 is signed by /s/ Benjamin C. Singer, Attorney-in-Fact dated 09/22/2025.