Procore (NYSE: PCOR) awards 124,111 RSUs to incoming CRO

Rhea-AI Filing Summary

Hearn Walter reported acquisition or exercise transactions in this Form 4 filing.

PROCORE TECHNOLOGIES, INC. reported that CRO Designate Walter Hearn received a grant of 124,111 shares of common stock in the form of restricted stock units. These RSUs are awarded at no cash cost and represent a new equity-based compensation grant.

One-fourth of the RSUs will vest on the first anniversary of the vesting commencement date. The remaining three-fourths will vest in equal sixteenth installments on each February 20, May 20, August 20, and November 20, subject to his continued service on each vesting date.

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^*

Hearn Walter

(Last) (First) (Middle)

C/O PROCORE TECHNOLOGIES INC.

6309 CARPINTERIA AVENUE

(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)
	CRO Designate

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		A		124,111(1)	A	$0	124,111	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 of common stock issuable upon the settlement of restricted stock units ("RSUs"). One-fourth (1/4th) of the RSUs will vest on the first anniversary of the Vesting Commencement Date (as such term is defined in the applicable RSU grant agreement) and thereafter, one-sixteenth (1/16th) of the RSUs will vest quarterly on each February 20, May 20, August 20 and November 20 (each, a "Company Vesting Date") and subject to the Reporting Person's continued service through each Company Vesting Date.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	03/12/2026
	** 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 transaction did PROCORE TECHNOLOGIES (PCOR) report for Walter Hearn?

PROCORE TECHNOLOGIES reported that CRO Designate Walter Hearn received a grant of 124,111 restricted stock units. These RSUs are a form of equity compensation and were issued at no cash cost, increasing his potential future ownership if they vest.

How many Procore (PCOR) RSUs were granted to the CRO Designate?

Walter Hearn was granted 124,111 restricted stock units of Procore common stock. This entire amount is reflected as his direct holdings after the award and represents a significant equity-based component of his compensation package going forward.

What is the vesting schedule for Walter Hearn’s Procore (PCOR) RSUs?

One-fourth of Walter Hearn’s RSUs will vest on the first anniversary of the vesting commencement date. The remaining RSUs vest in equal one-sixteenth installments on February 20, May 20, August 20, and November 20, contingent on his continued service.

Does the Procore (PCOR) Form 4 show an open-market buy or sell by Walter Hearn?

The Form 4 does not show any open-market buy or sell by Walter Hearn. It records a grant of 124,111 restricted stock units as compensation, classified as an acquisition through grant or award rather than a market transaction.

How does this RSU grant affect Walter Hearn’s Procore (PCOR) holdings?

Following the RSU grant, Walter Hearn’s reported direct holdings are 124,111 shares tied to the award. These shares will only be delivered over time as the RSUs vest, aligning his potential equity ownership with ongoing service at the company.

What conditions apply to vesting of Walter Hearn’s Procore (PCOR) RSUs?

Vesting of Walter Hearn’s RSUs is conditioned on his continued service with Procore. Each vesting installment on the anniversary date and subsequent quarterly vesting dates occurs only if he remains in service through the applicable company vesting date.