Procore chair reports tax withholding of shares

PROCORE TECHNOLOGIES, INC.

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. Chairman of the Board Craig F. Courtemanche Jr. reported a routine tax-related share disposition. On the vesting of restricted stock units, 12,588 shares of common stock were withheld by the company at $47.37 per share to satisfy his tax obligation, a non-market transaction. After this withholding, he directly holds 914,992 common shares, with additional indirect holdings reported through his spouse and several family trusts.

Insights

Insider transactions analyst

Form 4 shows a routine tax withholding, not an open-market trade.

The filing reports 12,588 Procore common shares withheld at $47.37 per share to cover Chairman Craig Courtemanche Jr.’s tax obligation from vested restricted stock units. This F-code event is a non-discretionary mechanism rather than a buy or sell decision in the market.

Following the withholding, Courtemanche directly owns 914,992 shares and also reports indirect holdings via his spouse and several family trusts. Because there are no open-market purchases or sales and no derivative exercises, this filing is administratively important but not thesis-changing for investors.

Insider Trade Summary

Exercise Price or Tax Liability: 12,588 shares

Exercise Price or Tax Liability 5 txns

Insider Courtemanche Craig F. Jr.

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	12,588	$47.37	$596K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 914,992 shares (Direct); Common Stock — 4,375,290 shares (Indirect, See Footnote); Common Stock — 23,736 shares (Indirect, Spouse)

Footnotes (4)

1. F1. Represents shares withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person upon the vesting of restricted stock units.
2. F2. These shares are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012.
3. F3. These shares are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021.
4. F4. These shares are held by The Courtemanche 2016 Irrevocable Trust.

Key Figures

Tax-withheld shares: 12,588 shares Withholding price: $47.37/share Direct holdings after event: 914,992 shares +4 more

7 metrics

Tax-withheld shares 12,588 shares Withheld to satisfy tax obligation on RSU vesting

Withholding price $47.37/share Value used for tax-withholding shares

Direct holdings after event 914,992 shares Common stock held directly post-withholding

Spouse indirect holdings 23,736 shares Common stock held indirectly via spouse

Family Trust holdings F2 527,349 shares Craig & Hillary Courtemanche Family Trust

Irrevocable Trust holdings F3 1,155,480 shares Courtemanche 2021 Irrevocable Trust

Irrevocable Trust holdings F4 2,692,461 shares Courtemanche 2016 Irrevocable Trust

Key Terms

restricted stock units, tax obligation, Family Trust, Irrevocable Trust, +1 more

5 terms

restricted stock units financial

"tax obligation realized by the Reporting Person upon the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax obligation financial

"shares withheld by the Issuer to satisfy a tax obligation realized"

Family Trust financial

"held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012"

Irrevocable Trust financial

"held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

Form 4 regulatory

"He reported in this Form 4 that 12,588 Procore common shares were withheld"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Procore (PCOR) chairman Craig Courtemanche report in this Form 4?

He reported that 12,588 Procore common shares were withheld to pay taxes on vested restricted stock units. This F-code transaction is a non-market, administrative disposition and does not represent an open-market purchase or sale of shares by the chairman.

Was Craig Courtemanche buying or selling Procore (PCOR) stock in the market?

No, he was not trading in the open market. The 12,588 shares were withheld by Procore to satisfy a tax obligation from restricted stock unit vesting, a standard F-code tax-withholding disposition rather than a voluntary buy or sell decision.

How many Procore (PCOR) shares does Craig Courtemanche hold directly after this filing?

After the tax withholding, he directly holds 914,992 shares of Procore common stock. The Form 4 also reports separate indirect holdings attributed to his spouse and multiple family trusts, which are listed as distinct ownership lines in the filing.

What indirect Procore (PCOR) holdings are reported for Craig Courtemanche?

The filing lists indirect ownership through his spouse and several trusts. These include 23,736 shares held by his spouse and additional blocks of 527,349, 1,155,480, and 2,692,461 shares held by family trusts, each reported as separate indirect positions associated with Courtemanche.

What does the F transaction code mean in this Procore (PCOR) Form 4?

The F code indicates shares were used to pay an exercise price or tax liability. Here, 12,588 Procore shares were withheld by the issuer to cover Craig Courtemanche’s tax obligation on restricted stock unit vesting, rather than being sold in the open market.

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

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Accepted by SEC EDGAR 05/22/2026 - 08:02 PM EDT 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).

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^*

Courtemanche Craig F. Jr.

(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)	X	Other (specify below)
			Chairman of the Board

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		F		12,588(1)	D	$47.37	914,992	D
Common Stock								2,692,461	I	See Footnote(2)
Common Stock								1,155,480	I	See Footnote(3)
Common Stock								527,349	I	See Footnote(4)
Common Stock								23,736	I	Spouse

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. These shares are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012.

3. These shares are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021.

4. These shares are held by The Courtemanche 2016 Irrevocable Trust.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	05/22/2026
	** 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)