Procore Technologies (PCOR) legal chief reports 6,938-share insider sale

Rhea-AI Filing Summary

Procore Technologies’ Chief Legal Officer and Secretary, Benjamin C. Singer, reported several stock transactions in the company’s common shares. He sold a total of 6,938 shares in open-market transactions on February 23–24, 2026 at prices including $50.00, $50.20, and $51.35 per share. A portion of the sales was executed under a Rule 10b5-1 trading plan dated August 13, 2025, and one trade used a weighted average price for shares sold between $50.00 and $50.81. On February 20, 2026, 4,078 shares were disposed of to cover tax obligations from vesting restricted stock units. After these transactions, Singer directly owned 64,660 shares of Procore common stock.

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).

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^*

Singer Benjamin C

(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 Legal Officer; Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		4,078(1)	D	$52.02	71,598	D
Common Stock	02/23/2026		S		2,208(2)	D	$50.2(3)	69,390	D
Common Stock	02/23/2026		S		505(2)	D	$51.35	68,885	D
Common Stock	02/24/2026		S		4,225(2)	D	$50	64,660	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.

2. Shares sold pursuant to a 10b5-1 plan dated August 13, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $50.00 to $50.81, 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	02/24/2026
	** 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.

FAQ

What insider transactions did Procore Technologies (PCOR) report for Benjamin C. Singer?

Procore’s Chief Legal Officer Benjamin C. Singer reported selling 6,938 shares of common stock in open-market transactions and disposing of 4,078 shares to cover tax obligations from vesting restricted stock units, all occurring between February 20 and February 24, 2026.

How many Procore Technologies (PCOR) shares did Benjamin C. Singer sell, and at what prices?

Benjamin C. Singer sold 6,938 Procore shares in open-market transactions. Reported sale prices included $50.00, $50.20, and $51.35 per share, with one transaction using a weighted average price for shares sold between $50.00 and $50.81, as disclosed in the filing footnotes.

Why were 4,078 Procore Technologies (PCOR) shares disposed of by Benjamin C. Singer?

The 4,078 Procore shares were withheld to satisfy a tax obligation incurred when Benjamin C. Singer’s restricted stock units vested. This tax-withholding disposition is coded as an “F” transaction and did not represent an open-market sale for investment purposes.

Did Benjamin C. Singer use a 10b5-1 trading plan for his Procore (PCOR) stock sales?

Yes. A portion of Benjamin C. Singer’s Procore stock sales was executed under a Rule 10b5-1 trading plan dated August 13, 2025. Such plans pre-schedule trades, helping insiders transact shares according to predetermined instructions independent of day-to-day market conditions.

How many Procore Technologies (PCOR) shares does Benjamin C. Singer own after these transactions?

Following the reported transactions, Benjamin C. Singer directly owned 64,660 shares of Procore Technologies common stock. This post-transaction holding reflects the combined effect of his open-market sales and the shares withheld to cover tax obligations from restricted stock unit vesting.

What types of transactions are shown in Benjamin C. Singer’s Procore (PCOR) Form 4 filing?

The Form 4 shows three open-market sales of Procore common stock, each coded “S,” and one tax-withholding disposition coded “F.” The “F” transaction represents shares withheld to cover taxes from vesting restricted stock units rather than a discretionary market sale.