Procore (NYSE: PCOR) director’s trust sells 15,384 shares under 10b5-1 plan

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. director Kevin J. O’Connor reported indirect open-market sales of 15,384 shares of common stock associated with the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19. The sales occurred on February 25 and 26, 2026 under a Rule 10b5-1 trading plan dated November 21, 2024.

The reported weighted average sale prices ranged from $50.015 to $55.37 per share, across multiple price intervals disclosed in the footnotes. Following these transactions, indirect holdings reported for the trust were just over 1.0 million shares, and direct holdings reported for O’Connor were 16,632 shares.

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
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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^*

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)
02/25/2026

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	02/25/2026		S(1)		4,694	D	$50.29(2)	1,022,826	I	See Footnote(3)
Common Stock	02/25/2026		S(1)		1,075	D	$51.52(4)	1,021,751	I	See Footnote(3)
Common Stock	02/26/2026		S(1)		2,363	D	$53.62(5)	1,019,388	I	See Footnote(3)
Common Stock	02/26/2026		S(1)		3,406	D	$54.39(6)	1,015,982	I	See Footnote(3)
Common Stock	02/26/2026		S(1)		3,846	D	$55.08(7)	1,012,136	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 $50.015 to $50.93, 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 $51.01 to $51.96, 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 $52.91 to $53.86, 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 $53.93 to $54.805, 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $55.00 to $55.37, 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	02/27/2026
	** 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 activity did PCOR director Kevin J. O’Connor report?

Kevin J. O’Connor reported indirect open-market sales of 15,384 shares of Procore Technologies common stock. The transactions were executed over two days in February 2026 and are associated with his revocable trust, as detailed in the Form 4 footnotes and ownership fields.

At what prices were the PCOR shares sold in this Form 4 filing?

The filing shows weighted average sale prices between $50.015 and $55.37 per share. Footnotes state the shares were sold in multiple trades within narrower ranges, and the insider undertakes to provide exact breakdowns of share counts at each separate price on request.

How many Procore (PCOR) shares did Kevin J. O’Connor sell in total?

The transaction summary reports net sales of 15,384 shares of Procore common stock. These were executed as several open-market sale transactions on February 25 and 26, 2026, all reported as indirect holdings tied to the Kevin J. O’Connor Revocable Trust.

Were the PCOR insider sales made under a 10b5-1 trading plan?

Yes. A Form 4 footnote states that the reported share sales were executed pursuant to a Rule 10b5-1 trading plan dated November 21, 2024. Such plans allow pre-arranged trading instructions, helping separate routine diversification trades from discretionary market-timed decisions.

How are Kevin J. O’Connor’s Procore (PCOR) shares held after these transactions?

After the reported sales, the Form 4 shows more than 1.0 million shares held indirectly through the Kevin J. O’Connor Revocable Trust. It also shows 16,632 shares held directly by O’Connor, providing a snapshot of his remaining reported ownership structure in Procore.

What does indirect ownership mean in this PCOR Form 4 filing?

Indirect ownership indicates the shares are held through another entity rather than in the insider’s personal name. Here, the Form 4 specifies that the indirectly held shares are owned by the Kevin J. O’Connor Revocable Trust, with O’Connor as the reporting person for those trust-held shares.