Procore (NYSE: PCOR) chair reports RSU tax share withholding event

Rhea-AI Filing Summary

Procore Technologies Chairman of the Board Craig F. Courtemanche Jr. reported a tax-related share disposition. On the vesting of restricted stock units, 27,344 shares of common stock were withheld by the company to satisfy his tax obligation at a price of $52.02 per share.

After this, he directly owned 927,580 common shares. Indirectly, he held 2,692,461 shares through the Craig F. Courtemanche and Hillary Courtemanche Family Trust, 1,155,480 shares through the Courtemanche 2021 Irrevocable Trust, 527,349 shares through The Courtemanche 2016 Irrevocable Trust, and 23,736 shares through his spouse.

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^*

Courtemanche Craig F. Jr.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		27,344(1)	D	$52.02	927,580	D
Common Stock								2,692,461	I	See Footnote(2)
Common Stock								1,155,480	I	See Footnote(3)
Common Stock								527,349	I	See Footnote(4)
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

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. These shares are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012.

3. These shares are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021.

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

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did PCOR Chairman Craig Courtemanche report?

Craig F. Courtemanche Jr. reported a tax-withholding disposition where 27,344 Procore common shares were withheld by the company at $52.02 per share to cover taxes due on vesting restricted stock units, rather than an open-market sale of stock.

Was the Procore (PCOR) insider transaction an open-market stock sale?

No, the Form 4 describes a tax-withholding event. Procore withheld 27,344 common shares at $52.02 per share to satisfy Craig Courtemanche Jr.’s tax obligation from restricted stock unit vesting, not a voluntary open-market sale of shares.

How many Procore (PCOR) shares does Craig Courtemanche Jr. own directly after this filing?

Following the reported tax-withholding disposition, Craig Courtemanche Jr. directly owned 927,580 shares of Procore common stock. This figure reflects his direct holdings after the issuer withheld shares to cover taxes from restricted stock unit vesting.

What indirect Procore (PCOR) shareholdings are reported for Craig Courtemanche Jr.?

Indirectly, he is reported with 2,692,461 shares via the Craig and Hillary Courtemanche Family Trust, 1,155,480 shares via the Courtemanche 2021 Irrevocable Trust, 527,349 shares via The Courtemanche 2016 Irrevocable Trust, and 23,736 shares held by his spouse.

What does transaction code F mean in this Procore (PCOR) Form 4?

Transaction code F indicates shares were used to pay a tax liability or exercise cost. Here, 27,344 Procore common shares were withheld by the issuer to satisfy Craig Courtemanche Jr.’s tax obligation arising from restricted stock unit vesting.