PCOR Form 4: Chairman adds 115,000 Procore shares via option

Rhea-AI Filing Summary

Procore Technologies, Inc. (PCOR)115,000 shares of common stock at an exercise price of $2.42 per share. Following this transaction, the insider directly owned 772,123 shares of common stock and indirectly owned additional shares through several family trusts and a spouse, including 2,692,328 shares held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust, 1,230,480 shares held by the Courtemanche 2021 Irrevocable Trust, 527,349 shares held by The Courtemanche 2016 Irrevocable Trust, and 23,736 shares held by the spouse. The option originally covered more shares and vested in 60 equal monthly installments beginning one month after 2/5/2016, subject to continued service, and 518,916 derivative securities (stock options) remained beneficially owned directly after the reported transaction.

11/24/2025 - 08:02 PM

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)
11/24/2025

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	11/24/2025		M		115,000	A	$2.42	772,123	D
Common Stock								2,692,328	I	See Footnote(1)
Common Stock								1,230,480	I	See Footnote(2)
Common Stock								527,349	I	See Footnote(3)
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	11/24/2025		M			115,000	(4)	11/10/2026	Common Stock	115,000	$2.42	518,916	D

Explanation of Responses:

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

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

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

4. The shares subject to the option vested in 60 equal monthly installments, beginning on the one month anniversary of February 5, 2016, and subject to continued service through each applicable vesting date.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-Fact	11/24/2025
	** 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).
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FAQ

What insider transaction did Procore Technologies (PCOR) report on this Form 4?

The filing reports that the Chairman of the Board and director exercised a stock option and acquired 115,000 shares of Procore common stock on 11/24/2025 at an exercise price of $2.42 per share.

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

After the reported transaction, the insider directly owned 772,123 shares of Procore Technologies, Inc. common stock.

What indirect holdings of Procore (PCOR) stock are disclosed for the insider?

The insider indirectly owns Procore shares through several vehicles: 2,692,328 shares via the Craig F. Courtemanche and Hillary Courtemanche Family Trust, 1,230,480 shares via the Courtemanche 2021 Irrevocable Trust, 527,349 shares via The Courtemanche 2016 Irrevocable Trust, and 23,736 shares held by the spouse.

What are the terms of the Procore (PCOR) stock option that was exercised?

The exercised instrument was a stock option (right to buy) with an exercise price of $2.42 per share. 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.

How many Procore (PCOR) stock options remain after this Form 4 transaction?

Following the reported exercise, the insider beneficially owned 518,916 derivative securities (stock options) directly.

What is the insider’s relationship to Procore Technologies (PCOR)?

The reporting person is identified as a Director and Chairman of the Board of Procore Technologies, Inc.