Procore (NYSE: PCOR) director’s trust trims 15,384-share stake under plan

Rhea-AI Filing Summary

Procore Technologies director Kevin J. O'Connor, through the Kevin J. O'Connor Revocable Trust, reported multiple open-market sales of Procore common stock under a Rule 10b5-1 trading plan dated November 21, 2024. On January 21 and 22, 2026, the trust sold blocks of shares at weighted average prices between $63.63 and $64.80 per share, as disclosed in the footnotes.

After these transactions, the filing shows 1,027,520 Procore shares indirectly held by the revocable trust and an additional 16,632 shares held directly. The trades were executed as pre-arranged sales, with detailed price ranges available upon request to the company, its security holders, or the SEC staff.

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 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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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	01/21/2026		S(1)		5,834	D	$64.15(2)	1,037,070	I	See Footnote(3)
Common Stock	01/21/2026		S(1)		1,858	D	$64.8(4)	1,035,212	I	See Footnote(3)
Common Stock	01/22/2026		S(1)		7,351	D	$63.63(5)	1,027,861	I	See Footnote(3)
Common Stock	01/22/2026		S(1)		341	D	$64.15(6)	1,027,520	I	See Footnote(3)
Common Stock								16,632	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 November 21, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $63.69 to $64.68, 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 $64.76 to $64.895, 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 $63.14 to $64.10, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $64.14 to $64.18, 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	01/23/2026
	** 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 transactions did PCOR director Kevin J. O'Connor report?

The filing shows that a trust associated with director Kevin J. O'Connor sold multiple blocks of Procore common stock on January 21 and 22, 2026 in open-market transactions.

How many Procore (PCOR) shares does Kevin J. O'Connor still hold after these trades?

After the reported sales, the filing lists 1,027,520 shares of Procore common stock held indirectly by the Kevin J. O'Connor Revocable Trust and 16,632 shares held directly.

At what prices were the Procore (PCOR) shares sold by the O'Connor trust?

The reported weighted average sale prices range from $63.63 to $64.80 per share, with underlying individual trades executed within specified price ranges detailed in the footnotes.

Were the Procore (PCOR) stock sales by Kevin J. O'Connor pre-planned?

Yes. The footnotes state that the shares were sold pursuant to a Rule 10b5-1 trading plan dated November 21, 2024, indicating a pre-arranged sale program.

Who actually holds the Procore (PCOR) shares reported in this Form 4?

The Form 4 explains that the reported indirect holdings are in the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19, with additional shares shown as held directly.

Does this Procore (PCOR) Form 4 include any option or derivative activity?

No derivative securities are reported as acquired or disposed of. The only detailed transactions involve sales of common stock.