Insider Filing: Procore SVP Withholds 2,141 Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Fleming William Fred Jr, SVP, Corporate Controller at Procore Technologies, Inc. (PCOR), reported a routine insider stock withholding on 08/20/2025. The Form 4 shows 2,141 shares of Common Stock were disposed (transaction code F) at a price of $65.34 per share; the filing explains these shares were withheld by the issuer to satisfy a tax obligation arising from the vesting of restricted stock units. After the withholding, the reporting person beneficially owns 82,998 shares, held directly. The form is signed on behalf of the reporting person by an attorney-in-fact on 08/22/2025.

Positive

• Transaction is an issuer withholding (Code F), indicating the shares were withheld to satisfy taxes rather than sold on the open market
• Post-transaction beneficial ownership disclosed: 82,998 shares held directly
• Filing includes explanation that the disposition resulted from RSU vesting tax withholding, improving transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-withholding disposition after RSU vesting; no indication of opportunistic selling.

The Form 4 reports a Code F disposition of 2,141 shares at $65.34 to satisfy taxes from RSU vesting, leaving 82,998 shares beneficially owned. Code F transactions denote shares withheld by the issuer rather than market sales, which is typically non-economic in nature and does not signal a change in conviction by the insider. For investors, this is a routine administrative transaction without clear material impact on company fundamentals or insider ownership trends beyond the disclosed post-transaction balance.

Corporate Governance Expert

TL;DR: Standard compliance disclosure; shows insider fulfilled tax obligations via withholding.

The filing documents an administrative withholding related to vested restricted stock units, executed under transaction code F. The retained disclosure of 82,998 shares provides transparency on continuing insider ownership. Signature by an attorney-in-fact is properly disclosed with date 08/22/2025. This Form 4 aligns with Section 16 reporting requirements and does not indicate governance concerns or changes in officer status.

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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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^*

Fleming William Fred Jr

(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)
	SVP, Corporate Controller

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		2,141(1)	D	$65.34	82,998	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 transaction did Fleming William Fred Jr report on Form 4 (PCOR)?

The Form 4 reports a Code F disposition of 2,141 shares on 08/20/2025 at $65.34—shares withheld to satisfy taxes from RSU vesting.

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

The filing discloses 82,998 shares beneficially owned by the reporting person following the transaction.

What does transaction code F mean on this Form 4?

Transaction code F indicates shares were withheld by the issuer to satisfy a tax withholding obligation upon RSU vesting, not an open-market sale.

When was the Form 4 signed and by whom?

The form bears a signature executed by an attorney-in-fact, Benjamin C. Singer, dated 08/22/2025.

What security was affected in this filing for PCOR?

The affected security is Common Stock of Procore Technologies, Inc., as disclosed on the Form 4.