Procore (PCOR) CFO reports RSU tax withholding and 10b5-1 sale in Aug 2025

Rhea-AI Filing Summary

Procore Technologies insider activity: The company's CFO and Treasurer, Howard Fu, reported two transactions in August 2025. On 08/20/2025 a withholding of 7,203 shares occurred to satisfy tax obligations upon RSU vesting at an indicated value of $65.34 per share, leaving 190,254 shares beneficially owned. On 08/21/2025, 797 shares were sold under a 10b5-1 plan at $63.85, leaving 189,457 shares beneficially owned. The Form 4 was signed by an attorney-in-fact on 08/22/2025.

Positive

• None.

Negative

• Insider disposed of shares: Reporting person sold 797 shares under a 10b5-1 plan on 08/21/2025.
• Tax-related withholding: 7,203 shares were withheld on 08/20/2025 to satisfy tax obligations upon RSU vesting.

Insights

Financial Analyst

TL;DR: Routine insider tax-withholding and a small planned sale; not clearly material to company fundamentals.

The reported transactions consist of shares withheld to cover taxes on vested restricted stock units and a minor sale executed under a pre-established 10b5-1 plan. The sizes—7,203 shares withheld and 797 shares sold—appear modest relative to typical public-company share counts. There is no indication of unexpected dispositions, change in role, or new compensation arrangements. From a financial viewpoint, these are administrative actions tied to compensation and an automated trading plan rather than signals of operational or near-term financial stress.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 and notes use of a 10b5-1 plan; governance processes appear followed.

The Form 4 discloses withholding to satisfy tax liabilities from RSU vesting and a sale under a November 15, 2024 10b5-1 plan, which provides affirmative defense protection. The filing is timely and includes an attorney-in-fact signature. These elements suggest adherence to insider trading policies and established governance controls. No governance red flags (e.g., abrupt departure or large unscheduled sales) are present in the document.

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^*

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)
08/20/2025

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	08/20/2025		F		7,203(1)	D	$65.34	190,254	D
Common Stock	08/21/2025		S		797(2)	D	$63.85	189,457	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.

2. Shares sold pursuant to a 10b5-1 plan dated November 15, 2024.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	08/22/2025
	** 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 transactions did PCOR insider Howard Fu report in August 2025?

The report shows 7,203 shares withheld for taxes on 08/20/2025 and a sale of 797 shares under a 10b5-1 plan on 08/21/2025.

Why were 7,203 shares withheld in the Form 4 for PCOR?

The filing explains those shares were withheld by the issuer to satisfy a tax obligation realized upon the vesting of restricted stock units.

Was the sale of PCOR shares part of a planned trading program?

Yes. The 797 shares sold on 08/21/2025 were sold pursuant to a 10b5-1 plan dated November 15, 2024.

How many PCOR shares did Howard Fu beneficially own after these transactions?

After the 08/21/2025 sale the filing reports 189,457 shares beneficially owned by the reporting person.

Who signed the Form 4 disclosure for Howard Fu?

The Form 4 was signed by Benjamin C. Singer, Attorney-in-Fact on 08/22/2025.