Procore (PCOR) chairman receives 4,712-share RSU grant and reports large holdings

Rhea-AI Filing Summary

Courtemanche Craig F. Jr. reported acquisition or exercise transactions in this Form 4 filing.

PROCORE TECHNOLOGIES, INC. director and Chairman Craig F. Courtemanche Jr. received a grant of 4,712 shares of common stock in the form of restricted stock units (RSUs) at a price of $0.0000 per share. These RSUs vest 100% on the date of the issuer's 2027 annual meeting of stockholders, subject to his continued service through that date.

He has elected to defer receipt of the underlying common stock until the earlier of 90 days after his service ends or a change in control. After this award, he holds 919,704 shares directly, with additional indirect holdings reported through his spouse and several family trusts. The filing does not show any open-market purchases or sales, only this equity award and updated ownership totals.

Insights

Equity compensation analyst

Routine equity award; no open-market trading activity disclosed.

Craig F. Courtemanche Jr., Chairman of the Board of PROCORE TECHNOLOGIES, INC., received an equity grant of 4,712 RSUs at $0 cost as compensation. RSUs are share-based awards that convert into common stock once vesting conditions are met.

The RSUs vest in full at the 2027 annual meeting of stockholders, contingent on continued board service, which helps align director incentives with longer-term company performance. He has also elected to defer settlement until 90 days after service termination or upon a change in control, extending his equity exposure.

The filing lists substantial existing direct and indirect holdings, including 919,704 shares directly and additional shares in family and irrevocable trusts. Given the scale of reported ownership, this single award appears modest and does not, by itself, signal a change in sentiment or strategy; it mainly updates compensation and ownership records.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Courtemanche Craig F. Jr.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,712	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 919,704 shares (Direct, null); Common Stock — 2,692,461 shares (Indirect, See Footnote)

Footnotes (1)

1. Represents shares of common stock issuable upon the settlement of restricted stock units ("RSUs"). 100% of the RSUs vest on the date of the issuer's 2027 annual meeting of stockholders (or the date immediately preceding such date if the Reporting Person's service as a director ends at such annual meeting as a result of the Reporting Person's failure to be re-elected or the Reporting Person not standing for re-election), subject to the Reporting Person's continued service through such vesting date. The Reporting Person has elected to defer the receipt of common stock upon the vesting of the RSUs until the earlier of (i) the date that is ninety (90) days following the date of termination of service, and (ii) the date of a change in control. These shares are held by Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012. These shares are held of record by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021. These shares are held by The Courtemanche 2016 Irrevocable Trust.

Key Figures

RSU award size: 4,712 shares Award price per share: $0.0000 per share Direct holdings after award: 919,704 shares +5 more

8 metrics

RSU award size 4,712 shares Common Stock RSU grant on 2026-06-04

Award price per share $0.0000 per share RSU grant terms

Direct holdings after award 919,704 shares Total direct common stock following RSU grant

Spouse indirect holdings 23,736 shares Common stock held by spouse

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

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

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

RSU vesting date 2027 annual meeting 100% vesting at 2027 annual meeting of stockholders

Key Terms

restricted stock units ("RSUs"), change in control, Family Trust, Irrevocable Trust, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents shares of common stock issuable upon the settlement of restricted stock units ("RSUs")."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

change in control financial

"until the earlier of (i) the date that is ninety (90) days following the date of termination of service, and (ii) the date of a change in control."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Family Trust financial

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

Irrevocable Trust financial

"These shares are held of record 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.

Irrevocable Trust financial

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

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.

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Form 4 Insider Transactions: What Each Field Means →

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 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)	X	Other (specify below)
			Chairman of the Board

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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	06/04/2026		A		4,712(1)	A	$0	919,704	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 of common stock issuable upon the settlement of restricted stock units ("RSUs"). 100% of the RSUs vest on the date of the issuer's 2027 annual meeting of stockholders (or the date immediately preceding such date if the Reporting Person's service as a director ends at such annual meeting as a result of the Reporting Person's failure to be re-elected or the Reporting Person not standing for re-election), subject to the Reporting Person's continued service through such vesting date. The Reporting Person has elected to defer the receipt of common stock upon the vesting of the RSUs until the earlier of (i) the date that is ninety (90) days following the date of termination of service, and (ii) the date of a change in control.

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

3. These shares are held of record 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	06/08/2026
	** 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)

FAQ

What did PCOR director Craig F. Courtemanche Jr. receive in this Form 4 filing?

He received a grant of 4,712 restricted stock units (RSUs) of Procore Technologies common stock at $0.00 per share. This award is compensation rather than a market purchase and increases his equity-based stake in the company upon vesting and settlement.

When do Craig Courtemanche Jr.’s new RSUs in PCOR vest?

The 4,712 RSUs vest 100% on the date of Procore Technologies’ 2027 annual meeting of stockholders. Vesting requires his continued service as a director through that date, tying the award to sustained board involvement over the coming years.

How has Craig Courtemanche Jr. structured settlement of his PCOR RSUs?

He elected to defer receipt of common stock from these RSUs until the earlier of 90 days after termination of service or a change in control. This choice prolongs his exposure to Procore’s equity beyond the vesting date.

How many PCOR shares does Craig Courtemanche Jr. hold directly after this award?

Following the RSU grant, he holds 919,704 shares of Procore common stock directly. This figure reflects his direct ownership only; additional indirect holdings are reported through his spouse and multiple family trusts in the same Form 4 filing.

What indirect PCOR holdings are reported for Craig Courtemanche Jr. in this Form 4?

Indirect holdings include 23,736 shares held by his spouse and 527,349, 1,155,480, and 2,692,461 shares held by various Courtemanche family and irrevocable trusts. These positions are attributed as indirect ownership rather than direct personal holdings.

Does this PCOR Form 4 show any open-market buying or selling by Craig Courtemanche Jr.?

No open-market purchases or sales are shown. The filing reports a grant of 4,712 RSUs at $0.00 and updates direct and indirect share totals. It functions mainly as a compensation and ownership disclosure, not a trading activity report.