Procore director sells 15,384 shares via plan

Procore director Kevin J. O’Connor, via his revocable trust, sold 15,384 PCOR shares under a Rule 10b5-1 plan while continuing to hold 21,344 shares directly.

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. (PCOR) director Kevin J. O’Connor reported selling a total of 15,384 shares of Common Stock on September 1 and 2, 2026, in open-market transactions effected indirectly through the Kevin J. O’Connor Revocable Trust. The sales were made under a Rule 10b5-1 trading plan dated March 13, 2026, at prices around $59.94 to $62.38 per share, with several prices reported as weighted averages over stated price ranges. After these transactions, O’Connor reports 21,344 shares held directly of Procore common stock.

Insider Trade Summary 10b5-1

Net Seller: 15,384 shares

Net Sell 5 txns

Insider O CONNOR KEVIN J

Role Director

Sold 15,384 shs ($938K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F5, F3	7,452	$59.94	$447K
Sale	Common Stock F1, F3	240	$60.61	$15K
Sale	Common Stock F1, F2, F3	5,294	$61.87	$328K
Sale	Common Stock F1, F4, F3	2,398	$62.38	$150K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 923,670 shares (Indirect, See Footnote); Common Stock — 21,344 shares (Direct)

Footnotes (5)

1. F1. These shares sold pursuant to a 10b5-1 plan dated March 13, 2026.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $61.25 to $62.245, 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. F3. These shares are held by the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $62.29 to $62.635, 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. F5. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $59.57 to $60.50, 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

Total shares sold: 15,384 shares Sale price on September 2, 2026 (first transaction): $59.94 per share Sale price on September 2, 2026 (second transaction): $60.61 per share +4 more

7 metrics

Total shares sold 15,384 shares Common Stock sold indirectly on September 1–2, 2026

Sale price on September 2, 2026 (first transaction) $59.94 per share 7,452 shares of Common Stock sold indirectly

Sale price on September 2, 2026 (second transaction) $60.61 per share 240 shares of Common Stock sold indirectly

Sale price on September 1, 2026 (first transaction) $61.87 per share 5,294 shares of Common Stock sold indirectly

Sale price on September 1, 2026 (second transaction) $62.38 per share 2,398 shares of Common Stock sold indirectly

Direct holdings after transactions 21,344 shares Common Stock held directly by Kevin J. O’Connor as of September 1, 2026

Rule 10b5-1 plan date March 13, 2026 Date of trading plan under which the reported sales were made

Key Terms

Rule 10b5-1 plan, weighted average price, revocable trust

3 terms

Rule 10b5-1 plan regulatory

"These shares sold pursuant to a 10b5-1 plan dated March 13, 2026."

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

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.

FAQ

How many PROCORE TECHNOLOGIES (PCOR) shares did Kevin J. O’Connor sell in this Form 4?

Kevin J. O’Connor reported selling a total of 15,384 shares of Procore Common Stock in this Form 4, through multiple open-market transactions on September 1 and 2, 2026, executed indirectly via his revocable trust.

On what dates and at what prices were the PCOR shares sold in this filing?

The sales occurred on September 1, 2026, and September 2, 2026. Reported prices include $61.87 and $62.38 per share on September 1, and $59.94 and $60.61 per share on September 2, with several prices disclosed as weighted averages over specific price ranges.

How many PROCORE TECHNOLOGIES (PCOR) shares does Kevin J. O’Connor report holding after these transactions?

After the reported transactions, Kevin J. O’Connor reports holding 21,344 shares of Procore Common Stock directly. The filing does not state an updated indirect share balance for the revocable trust, only that the reported sales were made by that trust.

Were Kevin J. O’Connor’s PCOR stock sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states that “These shares sold pursuant to a 10b5-1 plan dated March 13, 2026.” The filing also affirms at the form level that the reported transactions were made under a Rule 10b5-1 trading plan.

Who actually held the PROCORE TECHNOLOGIES (PCOR) shares sold in this Form 4?

A footnote explains that the sold shares are “held by the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19.” The sales therefore reflect transactions by that revocable trust, which is associated with director Kevin J. O’Connor.

Why are some transaction prices for PCOR reported as weighted averages in this Form 4?

Several footnotes state that the reported price is a weighted average price and that shares were sold within specified price ranges. The reporting person undertakes to provide full information on the number of shares sold at each separate price within those ranges upon request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 08:22 PM Accepted by SEC EDGAR 09/03/2026 - 08:22 PM Learn about SEC filing dates

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 AVENUE

(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)
09/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2026		S(1)		5,294	D	$61.87(2)	933,760	I	See Footnote(3)
Common Stock	09/01/2026		S(1)		2,398	D	$62.38(4)	931,362	I	See Footnote(3)
Common Stock	09/02/2026		S(1)		7,452	D	$59.94(5)	923,910	I	See Footnote(3)
Common Stock	09/02/2026		S(1)		240	D	$60.61	923,670	I	See Footnote(3)
Common Stock								21,344	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 March 13, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $61.25 to $62.245, 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 $62.29 to $62.635, 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 $59.57 to $60.50, 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	09/03/2026
	** 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)