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Procore Technologies (PCOR) chair exercises options, sells 56,122 shares under 10b5-1 plan

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Craig F. Courtemanche Jr., Chairman of the Board of Procore Technologies, Inc., exercised stock options to acquire 56,122 shares of common stock at $2.42 per share, then sold 56,122 shares in two transactions at weighted average prices of $56.54 and $57.28 per share pursuant to a Rule 10b5-1 plan dated December 9, 2025. Following the option exercise, he holds 112,244 option shares directly and maintains additional indirect common stock holdings, including 23,736 shares held by his spouse and interests in several family trusts.

Positive

  • None.

Negative

  • None.
Insider Courtemanche Craig F. Jr.
Role Director
Sold 56,122 shs ($3.21M)
Approx. gross sale proceeds $3.21M
Approx. exercise cost $136K
Approx. pre-tax spread $3.07M
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F8 56,122 $2.42 $136K
Exercise Common Stock 56,122 $2.42 $136K
Sale Common Stock F1, F2 12,642 $56.54 $715K
Sale Common Stock F1, F3 43,480 $57.28 $2.49M
holding Common Stock F4, F5 -- -- --
holding Common Stock F6 -- -- --
holding Common Stock F7 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 112,244 shares (Direct); Common Stock — 919,704 shares (Direct); Common Stock — 4,375,423 shares (Indirect, See Footnote); Common Stock — 23,736 shares (Indirect, Spouse)
Footnotes (8)
  1. F1. These shares sold pursuant to a 10b5-1 plan dated December 9, 2025.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $55.99 to $56.90, 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. F3. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $57.055 to $57.77, 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. F4. Includes 133 shares that were received in connection with a non-reportable fund distribution.
  5. F5. These shares were held by Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012.
  6. F6. These shares are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021.
  7. F7. These shares are held by The Courtemanche 2016 Irrevocable Trust.
  8. F8. 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.
Options exercised 56,122 shares Stock options exercised into common stock at $2.42 on August 10, 2026
Option exercise price $2.42 per share Exercise price for 56,122 stock option shares
Shares sold tranche 1 12,642 shares at $56.54 Weighted average sale price; prices ranged from $55.99 to $56.90
Shares sold tranche 2 43,480 shares at $57.28 Weighted average sale price; prices ranged from $57.055 to $57.77
Net shares sold 56,122 shares Net sell volume across reported sale transactions
Options held after exercise 112,244 shares Total shares subject to options following the reported exercise
Indirect spouse holdings 23,736 shares Common stock held indirectly through spouse
Vesting installments 60 equal monthly installments Option vesting schedule beginning one month after February 5, 2016
Rule 10b5-1 plan regulatory
"These shares sold pursuant to a 10b5-1 plan dated December 9, 2025."
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Stock Option (Right to Buy) financial
"security_title: Stock Option (Right to Buy)"
irrevocable trust financial
"These shares are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021."
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
non-reportable fund distribution financial
"Includes 133 shares that were received in connection with a non-reportable fund distribution."

FAQ

What did Procore Technologies (PCOR) chairman Craig F. Courtemanche Jr. report in this Form 4?

Craig F. Courtemanche Jr. reported exercising 56,122 stock options at $2.42 per share and receiving common stock, then Selling 56,122 shares in two transactions at weighted average prices of $56.54 and $57.28 per share.

How many Procore Technologies (PCOR) shares did Courtemanche sell and at what prices?

He sold a total of 56,122 Procore common shares, including 12,642 shares at a $56.54 weighted average and 43,480 shares at a $57.28 weighted average, with actual sale prices ranging within specified per-share ranges in the footnotes.

Were Craig F. Courtemanche Jr.’s Procore (PCOR) stock sales under a Rule 10b5-1 plan?

Yes. The reported sales were made pursuant to a Rule 10b5-1 trading plan dated December 9, 2025, and the report affirms Rule 10b5-1 status, indicating the transactions followed a pre-established plan rather than discretionary timing.

What option position does Courtemanche retain in Procore Technologies (PCOR) after these transactions?

After exercising options for 56,122 shares, Courtemanche continues to hold 112,244 shares subject to stock options directly. These options carry an exercise price of $2.42 per share and were scheduled to vest in 60 equal monthly installments from 2016.

What indirect holdings in Procore (PCOR) common stock are reported for Courtemanche?

Indirectly, Courtemanche reports 23,736 Procore common shares held by his spouse, plus additional interests held through several family trusts, including a Family Trust dated November 1, 2012 and two irrevocable trusts, as described in the ownership footnotes.

What price ranges applied to Courtemanche’s Procore (PCOR) share sales on August 10, 2026?

One sale tranche had a weighted average price of $56.54, with actual prices from $55.99 to $56.90. The other had a $57.28 weighted average, with prices from $57.055 to $57.77, all on August 10, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Courtemanche Craig F. Jr.

(Last)(First)(Middle)
C/O PROCORE TECHNOLOGIES, INC.
6309 CARPINTERIA AVENUE

(Street)
CARPINTERIA CALIFORNIA 93013

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PROCORE TECHNOLOGIES, INC. [ PCOR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)XOther (specify below)
Chairman of the Board
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/10/2026M56,122A$2.42975,826D
Common Stock08/10/2026S(1)12,642D$56.54(2)963,184D
Common Stock08/10/2026S(1)43,480D$57.28(3)919,704D
Common Stock2,692,594(4)ISee Footnote(5)
Common Stock1,155,480ISee Footnote(6)
Common Stock527,349ISee Footnote(7)
Common Stock23,736ISpouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$2.4208/10/2026M56,122 (8)11/10/2026Common Stock56,122$2.42112,244D
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 $55.99 to $56.90, 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 $57.055 to $57.77, 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. Includes 133 shares that were received in connection with a non-reportable fund distribution.
5. These shares were held by Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012.
6. These shares are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021.
7. These shares are held by The Courtemanche 2016 Irrevocable Trust.
8. 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-Fact08/12/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)