Procore (NYSE: PCOR) chair logs option exercise, share sales and 1.7M-share collar

Rhea-AI Filing Summary

Procore Technologies chairman Craig F. Courtemanche Jr. reported a mix of stock option exercises, share sales, and structured financing tied to his holdings. He exercised stock options for 56,122 shares of Common Stock at $2.42 per share, increasing his direct stake, and then sold 42,421 shares at $45.29 and 13,701 shares at $44.69 in open-market transactions. The sales were made under a pre-arranged Rule 10b5-1 trading plan dated December 9, 2025, and left him with 975,826 directly held shares. Separately, the Craig F. Courtemanche and Hillary Courtemanche Family Trust and the Courtemanche 2021 Irrevocable Trust entered into revolving loan and collar transactions with a bank covering 1,700,000 pledged shares, using European call and put options with strike prices of $60.9986 and $37.5716 and expirations in June 2029 for general liquidity purposes, while generally retaining voting and dividend rights on the pledged stock.

Insights

Equity compensation and insider activity analyst

Chairman executes option exercise, planned share sales, and a large collar-based liquidity deal.

The filing shows Craig Courtemanche Jr. exercising options for 56,122 Procore shares at $2.42, then selling 56,122 shares in the open market at weighted average prices near $45. After these trades, he still directly holds 975,826 shares, suggesting a substantial remaining position.

The sale transactions were executed under a pre-arranged Rule 10b5-1 plan dated December 9, 2025, which typically indicates routine, scheduled diversification rather than a reaction to new information. Weighted average price ranges between $44.01 and $45.65 reflect execution across multiple trades.

Separately, the Family Trust and 2021 Trust entered into revolving loan and collar transactions with a bank, referencing 1,700,000 pledged shares and European call and put options expiring between June 1, 2029 and June 14, 2029. Strike prices of $37.5716 and $60.9986 define the collar band. These arrangements provide general liquidity while the trusts generally retain voting and dividend rights, sharing some dividend economics with the bank.

Insider Trade Summary 10b5-1

Net Seller: 56,122 shares ($2,533,545)

Net Sell 10 txns

Insider Courtemanche Craig F. Jr.

Role null

Bought 2 shs ($0.00)

Sold 56,124 shs ($2.53M)

Type	Security	Shares	Price	Value
Sale	Call Option (Obligation to Sell)	2	$0.00	--
Purchase	Put Option (Right to Sell)	2	$0.00	--
Exercise	Stock Option (Right to Buy)	56,122	$2.42	$136K
Exercise	Common Stock	56,122	$2.42	$136K
Sale	Common Stock	13,701	$44.69	$612K
Sale	Common Stock	42,421	$45.29	$1.92M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Call Option (Obligation to Sell) — 2 shares (Indirect, See footnote); Put Option (Right to Sell) — 2 shares (Indirect, See footnote); Stock Option (Right to Buy) — 224,488 shares (Direct, null); Common Stock — 975,826 shares (Direct, null); Common Stock — 2,692,461 shares (Indirect, See Footnote)

Footnotes (1)

1. These shares sold pursuant to a 10b5-1 plan dated December 9, 2025. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $44.01 to $44.98, 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. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $45.02 to $45.65, 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. These securities are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012 ("Family Trust"). These securities are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021 ("2021 Trust"). These shares are held by The Courtemanche 2016 Irrevocable Trust. 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. On June 12, 2026, the Family Trust and the 2021 Trust (collectively, "Holders") executed revolving loan and collar transactions with an unaffiliated bank (collectively, the "Transaction") for general liquidity purposes, pursuant to which European call options were written and European put options were purchased relating to an aggregate of 1,700,000 shares (1,190,000 shares for the Family Trust and 510,000 shares for the 2021 Trust) and the underlying shares were pledged to the bank to secure the Holders' obligations thereunder. The Transaction is divided into 10 equal components across each trust, that have expiration dates ranging from June 1, 2029 to June 14, 2029, both inclusive. On the relevant expiration date, the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the shares of Common Stock on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price. For each component, on the applicable settlement date, the applicable Holder will deliver the number of shares corresponding to such component to the bank (or, at such Holder's election, an equivalent amount of cash based on the Reference Price), and receive from the bank an amount of cash (if any) based on the terms of the Transaction. No premium was exchanged for either the call option or the put option. The Holders will be permitted to draw against each component prior to its expiration in accordance with the terms of the Transaction. The Holders generally retained voting and dividend rights over the pledged shares during the term of the pledge, subject to sharing with the bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical offsetting position by the bank. Exercise price of $60.9986 per share. Exercise price of $37.5716 per share.

Key Figures

Options exercised: 56,122 shares at $2.42 Shares sold at $45.29: 42,421 shares at $45.29 Shares sold at $44.69: 13,701 shares at $44.69 +5 more

8 metrics

Options exercised 56,122 shares at $2.42 Stock option exercise into Common Stock

Shares sold at $45.29 42,421 shares at $45.29 Open-market sale, weighted average price

Shares sold at $44.69 13,701 shares at $44.69 Open-market sale, weighted average price

Direct holdings after trades 975,826 shares Common Stock held directly after June 10, 2026

Collar underlying shares 1,700,000 shares Pledged by Family Trust and 2021 Trust

Collar strike prices $37.5716 and $60.9986 Exercise prices for put and call options

Collar expiration window June 1–14, 2029 European options expirations across 10 components

Net share activity 56,122 net shares sold Net of buys and sells in transaction summary

Key Terms

Rule 10b5-1, European call options, revolving loan and collar transactions, volume weighted average price, +2 more

6 terms

Rule 10b5-1 financial

"These shares sold pursuant to a 10b5-1 plan dated December 9, 2025."

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

European call options financial

"European call options were written and European put options were purchased relating to an aggregate of 1,700,000 shares"

revolving loan and collar transactions financial

"executed revolving loan and collar transactions with an unaffiliated bank for general liquidity purposes"

volume weighted average price financial

"The price reported in Column 4 is a weighted average price."

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

pledged shares financial

"the underlying shares were pledged to the bank to secure the Holders' obligations thereunder"

Family Trust financial

"These securities are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust"

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Form 4 Insider Transactions: What Each Field Means →

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^*

Courtemanche Craig F. Jr.

(Last) (First) (Middle)

C/O PROCORE TECHNOLOGIES, INC.

6309 CARPINTERIA AVE

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/10/2026		M		56,122	A	$2.42	975,826	D
Common Stock	06/10/2026		S(1)		13,701	D	$44.69(2)	962,125	D
Common Stock	06/10/2026		S(1)		42,421	D	$45.29(3)	919,704	D
Common Stock								2,692,461	I	See Footnote(4)
Common Stock								1,155,480	I	See Footnote(5)
Common Stock								527,349	I	See Footnote(6)
Common Stock								23,736	I	Spouse

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
Stock Option (Right to Buy)	$2.42	06/10/2026		M			56,122	(7)	11/10/2026	Common Stock	56,122	$2.42	224,488	D
Call Option (Obligation to Sell)	(8)(9)(10)(11)	06/12/2026		S/K(8)(9)(10)			2	(8)(9)(10)	(8)(9)(10)	Common Stock	1,700,000	(8)(9)(10)	2	I	See footnote(4)(5)
Put Option (Right to Sell)	(8)(9)(10)(12)	06/12/2026		P/K(8)(9)(10)		2		(8)(9)(10)	(8)(9)(10)	Common Stock	1,700,000	(8)(9)(10)	2	I	See footnote(4)(5)

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 $44.01 to $44.98, 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 $45.02 to $45.65, 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. These securities are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012 ("Family Trust").

5. These securities are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021 ("2021 Trust").

6. These shares are held by The Courtemanche 2016 Irrevocable Trust.

7. 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.

8. On June 12, 2026, the Family Trust and the 2021 Trust (collectively, "Holders") executed revolving loan and collar transactions with an unaffiliated bank (collectively, the "Transaction") for general liquidity purposes, pursuant to which European call options were written and European put options were purchased relating to an aggregate of 1,700,000 shares (1,190,000 shares for the Family Trust and 510,000 shares for the 2021 Trust) and the underlying shares were pledged to the bank to secure the Holders' obligations thereunder. The Transaction is divided into 10 equal components across each trust, that have expiration dates ranging from June 1, 2029 to June 14, 2029, both inclusive.

9. On the relevant expiration date, the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the shares of Common Stock on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price.

10. For each component, on the applicable settlement date, the applicable Holder will deliver the number of shares corresponding to such component to the bank (or, at such Holder's election, an equivalent amount of cash based on the Reference Price), and receive from the bank an amount of cash (if any) based on the terms of the Transaction. No premium was exchanged for either the call option or the put option. The Holders will be permitted to draw against each component prior to its expiration in accordance with the terms of the Transaction. The Holders generally retained voting and dividend rights over the pledged shares during the term of the pledge, subject to sharing with the bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical offsetting position by the bank.

11. Exercise price of $60.9986 per share.

12. Exercise price of $37.5716 per share.

	/s/ Benjamin C. Singer, Attorney-in-Fact	06/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Procore (PCOR) chairman Craig Courtemanche report?

Craig Courtemanche reported exercising options for 56,122 Procore shares at $2.42, then selling 56,122 shares in open-market trades around $45. He also disclosed large collar and loan transactions involving 1,700,000 shares held through family trusts with an unaffiliated bank.

How many Procore (PCOR) shares does the chairman hold after these Form 4 transactions?

After the reported transactions, Craig Courtemanche directly holds 975,826 shares of Procore Common Stock. Additional shares are held indirectly through various family-related trusts and a spouse account, separate from the directly owned position, as reflected in the holding entries in the filing.

Were the Procore (PCOR) share sales by the chairman pre-planned under a Rule 10b5-1 plan?

Yes. The filing states the reported share sales were made pursuant to a Rule 10b5-1 trading plan dated December 9, 2025. Such plans pre-schedule trades, indicating the timing of these sales was set in advance rather than based on new, undisclosed information.

What stock option exercise did Procore (PCOR) chairman Craig Courtemanche disclose?

He exercised stock options covering 56,122 shares of Procore Common Stock at an exercise price of $2.42 per share. The related option grant vested in 60 equal monthly installments starting February 5, 2016, contingent on continued service through each vesting date.

What are the key terms of the 1,700,000-share collar on Procore (PCOR) stock?

Family-related trusts entered revolving loan and collar transactions with a bank on 1,700,000 pledged shares, split between two trusts. They wrote European calls and bought European puts with strike prices of $37.5716 and $60.9986, expiring between June 1, 2029 and June 14, 2029.

Do the Procore (PCOR) trusts retain voting rights over the pledged shares in the collar deal?

Yes. The filing explains the trusts generally retain voting and dividend rights on the pledged shares during the pledge term. However, they share the economic benefit of any dividends with the bank under a formula that assumes a theoretical offsetting position by the bank.