Procore (PCOR) chair exercises options and sells 56,121 shares under 10b5-1 plan

Rhea-AI Filing Summary

Procore Technologies Chairman of the Board Craig F. Courtemanche Jr. exercised stock options for 56,121 shares of common stock at $2.42 per share and on the same day sold 56,121 shares in open-market transactions at prices around $57–58 pursuant to a pre-arranged Rule 10b5-1 trading plan. After these transactions, he holds 927,580 shares directly, plus additional indirect holdings through three family trusts of 2,692,461, 1,155,480, and 527,349 shares, and 23,736 shares held by his spouse.

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

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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^*

Courtemanche Craig F. Jr.

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

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		M		56,121	A	$2.42	983,701	D
Common Stock	03/10/2026		S(1)		34,969	D	$56.99(2)	948,732	D
Common Stock	03/10/2026		S(1)		19,859	D	$57.58(3)	928,873	D
Common Stock	03/10/2026		S(1)		1,293	D	$58.41	927,580	D
Common Stock								2,692,461	I	See Footnote(4)
Common Stock								1,155,480	I	See Footnote(5)
Common Stock								527,349	I	See Footnote(6)
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
Stock Option (Right to Buy)	$2.42	03/10/2026		M			56,121	(7)	11/10/2026	Common Stock	56,121	$2.42	392,854	D

Explanation of Responses:

1. These shares sold pursuant to a 10b5-1 plan dated December 9, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $56.36 to $57.35, 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. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $57.36 to $58.03, 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.

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

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

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

7. The shares subject to the option vested in 60 equal monthly installments beginning on the one month anniversary of February 5, 2016, subject to continued service through each applicable 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 (PCOR) chairman Craig Courtemanche report?

Craig Courtemanche reported exercising stock options for 56,121 Procore shares at $2.42 each and selling 56,121 common shares in open-market trades. The sales occurred at prices around $57–58 per share under a pre-arranged Rule 10b5-1 trading plan.

How many Procore (PCOR) shares did the chairman sell and at what prices?

He sold a total of 56,121 Procore common shares in several trades at weighted average prices of $56.99, $57.58, and $58.41. Footnotes state individual trades occurred within narrower ranges between $56.36 and $58.03 per share.

What stock options did Craig Courtemanche exercise in Procore (PCOR)?

He exercised a stock option covering 56,121 Procore common shares at an exercise price of $2.42 per share. The option had originally been scheduled to vest in 60 equal monthly installments beginning on February 5, 2016, subject to continued service.

How many Procore (PCOR) shares does the chairman own directly after these transactions?

Following the option exercise and related sales, Craig Courtemanche directly holds 927,580 Procore common shares. This figure reflects his remaining direct ownership after selling 56,121 shares that were acquired through the exercised stock option.

What indirect Procore (PCOR) shareholdings are associated with Craig Courtemanche?

Indirectly, he is associated with 2,692,461 shares held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust, 1,155,480 shares in the Courtemanche 2021 Irrevocable Trust, 527,349 shares in the Courtemanche 2016 Irrevocable Trust, and 23,736 shares held by his spouse.

Were Craig Courtemanche’s Procore (PCOR) share sales part of a 10b5-1 plan?

Yes. A footnote states that the reported share sales were made pursuant to a Rule 10b5-1 trading plan dated December 9, 2025. Such plans pre-schedule trades, indicating the sale timing was determined in advance rather than on the transaction date.