Tax withholding trims Procore (NYSE: PCOR) CFO share count

Rhea-AI Filing Summary

Procore Technologies CFO Howard Fu reported a tax-related share disposition. On February 20, 2026, 5,212 shares of Procore common stock were withheld at $52.02 per share to cover taxes triggered by vesting of restricted stock units. After this withholding, Fu directly owned 173,025 shares of common stock.

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^*

Fu Howard

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		5,212(1)	D	$52.02	173,025	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 withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person upon the vesting of restricted stock units.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	02/24/2026
	** 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).
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FAQ

What insider transaction did Procore (PCOR) CFO Howard Fu report?

Procore CFO Howard Fu reported a tax-withholding disposition of 5,212 common shares. The shares were withheld by the company to satisfy taxes due upon vesting of restricted stock units, rather than sold in an open-market transaction.

When did the Procore (PCOR) CFO tax-withholding share disposition occur?

The tax-withholding share disposition for Procore CFO Howard Fu occurred on February 20, 2026. On that date, 5,212 common shares were withheld by the issuer to cover tax obligations tied to vesting restricted stock units.

How many Procore (PCOR) shares were withheld for the CFO’s taxes?

A total of 5,212 Procore common shares were withheld to cover the CFO’s tax obligation. The Form 4 shows these shares were taken upon the vesting of restricted stock units, rather than through a discretionary stock sale.

What was the price per share for the Procore (PCOR) CFO tax withholding?

The tax-withholding disposition for Procore’s CFO used a price of $52.02 per share. This figure is the value applied to the 5,212 shares withheld to satisfy the tax liability from the vesting restricted stock units.

How many Procore (PCOR) shares does CFO Howard Fu hold after this transaction?

After the tax-withholding transaction, CFO Howard Fu directly owned 173,025 Procore common shares. This post-transaction figure reflects his remaining holdings following the 5,212 shares withheld to cover the associated tax obligation.

Was the Procore (PCOR) CFO’s Form 4 transaction an open-market stock sale?

No, the transaction was not an open-market stock sale. The filing describes it as shares withheld by Procore to satisfy a tax obligation resulting from vesting restricted stock units, classified as a tax-withholding disposition under code F.