Procore (NYSE: PCOR) director trust sells 11,538 shares under 10b5-1 plan

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Procore Technologies director Kevin J. O'Connor’s revocable trust sold a total of 11,538 shares of common stock in open-market trades on April 15–16, 2026, at prices around $50–$54, under a Rule 10b5-1 trading plan. After these sales, the trust still holds 985,214 shares indirectly, and O'Connor also holds 16,632 shares directly, indicating these were relatively small, pre-planned transactions compared with his overall position.

Insider Trade Summary 10b5-1

Net Seller: 11,538 shares ($602,485)

Net Sell 5 txns

Insider O CONNOR KEVIN J

Role Director

Sold 11,538 shs ($602K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,565	$53.34	$297K
Sale	Common Stock	204	$54.07	$11K
Sale	Common Stock	2,530	$50.62	$128K
Sale	Common Stock	3,239	$51.42	$167K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 985,418 shares (Indirect, See Footnote); Common Stock — 16,632 shares (Direct)

Footnotes (1)

These shares sold pursuant to a 10b5-1 plan dated November 21, 2024. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $50.15 to $51.13, 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. These shares are held by the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $51.21 to $51.77, 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. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $52.78 to $53.68, 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.

Key Figures

Shares sold: 11,538 shares Sale price tranche: $50.62/share Sale price tranche: $51.42/share +4 more

7 metrics

Shares sold 11,538 shares Total common stock sold April 15–16, 2026

Sale price tranche $50.62/share Weighted average price for one April 15, 2026 sale line

Sale price tranche $51.42/share Weighted average price for another April 15, 2026 sale line

Sale price tranche $53.34/share Weighted average price for April 16, 2026 sale line

Sale price tranche $54.07/share Weighted average price for additional April 16, 2026 sale line

Indirect holdings after 985,214 shares Common stock held indirectly by revocable trust after sales

Direct holdings after 16,632 shares Common stock held directly by Kevin J. O'Connor

Key Terms

Rule 10b5-1 trading plan, weighted average price, Revocable Trust, open-market sale

4 terms

Rule 10b5-1 trading plan regulatory

"These shares sold pursuant to a 10b5-1 plan dated November 21, 2024."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Revocable Trust financial

"These shares are held by the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19."

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

open-market sale financial

"transaction_action: open-market sale of Common Stock"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

04/17/2026 - 08:21 PM

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).

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

CALIFORNIA

93013

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2026		S⁽¹⁾		2,530	D	$50.62⁽²⁾	994,222	I	See Footnote⁽³⁾
Common Stock	04/15/2026		S⁽¹⁾		3,239	D	$51.42⁽⁴⁾	990,983	I	See Footnote⁽³⁾
Common Stock	04/16/2026		S⁽¹⁾		5,565	D	$53.34⁽⁵⁾	985,418	I	See Footnote⁽³⁾
Common Stock	04/16/2026		S⁽¹⁾		204	D	$54.07	985,214	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $50.15 to $51.13, 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 $51.21 to $51.77, 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 $52.78 to $53.68, 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	04/17/2026
	** 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).
** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Procore (PCOR) report for Kevin J. O'Connor?

Procore reported that director Kevin J. O'Connor’s revocable trust sold 11,538 shares of common stock in open-market transactions. The trades occurred on April 15–16, 2026, at prices in the low-to-mid $50 range under a pre-established Rule 10b5-1 trading plan.

How many Procore (PCOR) shares did Kevin J. O'Connor’s trust sell and at what prices?

The revocable trust associated with Kevin J. O'Connor sold 11,538 Procore common shares. Reported weighted average prices were approximately $50.62, $51.42, $53.34, and $54.07 per share, reflecting multiple open-market sale tranches over two consecutive trading days.

Was the Procore (PCOR) insider sale by Kevin J. O'Connor pre-planned?

Yes. The filing states the shares were sold pursuant to a Rule 10b5-1 trading plan dated November 21, 2024. Such plans schedule trades in advance, making the timing more routine and reducing the informational value of when the sales occurred.

How many Procore (PCOR) shares does Kevin J. O'Connor still own after these sales?

After the reported transactions, the revocable trust holds 985,214 Procore common shares indirectly. The filing also shows O'Connor directly owns 16,632 shares. This indicates the 11,538 shares sold represent a relatively small portion of his total disclosed holdings.

What do weighted average prices mean in the Procore (PCOR) Form 4 filing?

Weighted average prices indicate each line’s reported price is an average of multiple trades executed within a price range. The filing notes sales between specific low and high prices, and offers to provide full trade breakdowns upon request to investors or regulators.

Who legally holds the Procore (PCOR) shares sold in this Form 4?

The filing explains the sold shares are held by the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19. Kevin J. O'Connor is the reporting person, but the ownership is indirect through this revocable trust structure rather than direct in his own name.