PCOR officer stock update: RSU tax withholding and 196,514 shares held

Rhea-AI Filing Summary

Procore Technologies, Inc. (PCOR) filed an insider ownership update for its President of Product & Technology. The Form 4 reports that on 11/20/2025, 9,520 shares of common stock were withheld by Procore to satisfy a tax obligation triggered by the vesting of restricted stock units, as indicated by transaction code "F" at a price of $71.74 per share. After this tax withholding, the reporting officer directly beneficially owns 196,514 shares of Procore common stock. The filing reflects an administrative tax-settlement transaction rather than an open-market buy or sell.

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^*

Davis Steven Scott

(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)
	President Product & Technology

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		F		9,520(1)	D	$71.74	196,514	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.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	11/21/2025
	** 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 insider transaction did Procore Technologies (PCOR) report on this Form 4?

The filing reports a tax withholding transaction in which 9,520 shares of Procore common stock were withheld by the company on 11/20/2025 to cover taxes due upon the vesting of restricted stock units.

Who is the reporting person in this Procore Technologies (PCOR) Form 4?

The reporting person is an officer of Procore Technologies, serving as President Product & Technology, filing individually for their holdings.

How many Procore (PCOR) shares does the insider own after the reported transaction?

Following the reported tax withholding transaction, the officer directly beneficially owns 196,514 shares of Procore Technologies common stock.

Was this Procore (PCOR) insider transaction an open-market trade?

No. The transaction is coded "F", meaning it represents shares withheld by the issuer to satisfy a tax obligation from restricted stock unit vesting, rather than an open-market purchase or sale.

What is the significance of the $71.74 price in the Procore (PCOR) Form 4 filing?

The filing lists a price of $71.74 per share for the 9,520 withheld shares, which is used to calculate the value of stock applied to cover the insider’s tax obligation upon RSU vesting.

Does this Procore (PCOR) Form 4 indicate a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate whether a transaction was made under a Rule 10b5-1(c) trading plan, but the provided excerpt does not show that box as selected for this tax withholding transaction.