Procore Technologies (PCOR) director receives 7,197 RSUs with multi-year vesting

Rhea-AI Filing Summary

Procore Technologies, Inc. reported that one of its directors acquired 7,197 shares of common stock on December 9, 2025 through a restricted stock unit (RSU) award. The RSUs were granted at a price of $0 because they are equity compensation rather than a market purchase. After this grant, the director beneficially owns 7,197 common shares.

According to the disclosure, one-third of the RSUs will vest each year on the anniversary of November 20, 2025, with the first vesting date on November 20, 2026, as long as the director continues in service. The director has also elected to defer receiving the actual common shares until the earlier of 90 days after service terminates or a change in control of the company, turning this into a deferred stock-based compensation arrangement.

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^*

HOVSEPIAN RONALD W

(Last) (First) (Middle)

C/O PROCORE TECHNOLOGIES, INC.

6309 CARPINTERIA AVENUE

(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)
12/09/2025

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	12/09/2025		A		7,197(1)	A	$0	7,197	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 of common stock issuable upon the settlement of restricted stock units ("RSUs"). One-third (1/3rd) of the shares underlying the RSUs will vest annually on the anniversary of November 20, 2025 (the "Vesting Commencement Date"), with the first vesting date being November 20, 2026, subject to the Reporting Person's continued service. The Reporting Person has elected to defer the receipt of common stock upon the vesting of the RSUs until the earlier of (i) the date that is ninety (90) days following the date of termination of service, and (ii) the date of a change in control.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	12/11/2025
	** 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.
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FAQ

What did Procore Technologies (PCOR) disclose in this Form 4 filing?

The filing reports that a director of Procore Technologies acquired 7,197 shares of the company’s common stock on December 9, 2025 through a restricted stock unit (RSU) grant.

How many RSUs were granted to the Procore Technologies (PCOR) director?

The director received 7,197 restricted stock units, representing the right to receive the same number of shares of Procore common stock upon settlement.

What is the vesting schedule for the 7,197 RSUs at Procore Technologies (PCOR)?

The filing states that one-third of the shares underlying the RSUs will vest annually on the anniversary of November 20, 2025, with the first vesting date on November 20, 2026, subject to the director’s continued service.

Did the Procore Technologies (PCOR) director pay cash for these shares?

No cash was paid; the Form 4 lists a price of $0 because the shares are issuable upon settlement of restricted stock units granted as equity compensation.

How has the Procore Technologies (PCOR) director elected to receive the vested RSUs?

The director elected to defer receipt of the common stock until the earlier of 90 days after termination of service or the date of a change in control of Procore Technologies.

What is the director’s beneficial ownership after this Procore Technologies (PCOR) RSU grant?

The Form 4 states that after the reported transaction, the director beneficially owns 7,197 shares of Procore Technologies common stock in direct ownership.