Procore (PCOR) insider sells under 10b5‑1; 1.11M shares held

Rhea-AI Filing Summary

Procore Technologies (PCOR) reported an insider transaction: a director filed a Form 4 showing open‑market sales of common stock executed under a Rule 10b5‑1 plan dated November 21, 2024.

On October 14–15, 2025, the reported sales were: 4,984 shares at a weighted average price of $70.25; 2,708 shares at $71.14; 5,574 shares at $72.36; and 2,118 shares at $72.91. The filing notes the weighted average prices reflect trades within specified ranges.

After these transactions, 1,107,945 shares of common stock were beneficially owned indirectly by the Kevin J. O'Connor Revocable Trust.

Insights

Insider trading and governance analyst

Routine 10b5‑1 plan sales; neutral governance signal.

The filing discloses scheduled sales by a director under a pre‑established Rule 10b5‑1 plan dated Nov 21, 2024. Reported trades occurred on Oct 14–15, 2025 at weighted average prices of $70.25, $71.14, $72.36, and $72.91, indicating orderly execution across disclosed price ranges.

Following the transactions, indirect beneficial ownership stands at 1,107,945 shares via the Kevin J. O'Connor Revocable Trust. As these are plan‑driven sales without additional corporate events, the investment thesis impact is typically limited.

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^*

O CONNOR KEVIN J

(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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2025

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	10/14/2025		S(1)		4,984	D	$70.25(2)	1,118,345	I	See footnote(3)
Common Stock	10/14/2025		S(1)		2,708	D	$71.14(4)	1,115,637	I	See footnote(3)
Common Stock	10/15/2025		S(1)		5,574	D	$72.36(5)	1,110,063	I	See footnote(3)
Common Stock	10/15/2025		S(1)		2,118	D	$72.91(6)	1,107,945	I	See footnote(3)
Common Stock								16,632	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. Shares sold pursuant to a 10b5-1 plan dated November 21, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $69.91 to $70.87, 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. These shares are held by the Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19.

4. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $70.93 to $71.33, 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $71.84 to $72.80, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $72.89 to $72.98, 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.

	/s/ Benjamin C. Singer, Attorney-in-Fact	10/16/2025
	** 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.
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.

FAQ

What insider activity did PCOR disclose?

A director reported open‑market sales of common stock executed under a Rule 10b5‑1 plan dated November 21, 2024.

When did the PCOR insider trades occur and at what prices?

On October 14–15, 2025: 4,984 shares at $70.25; 2,708 at $71.14; 5,574 at $72.36; and 2,118 at $72.91 (weighted averages).

How many PCOR shares does the reporting person own after the sales?

1,107,945 shares beneficially owned indirectly by the Kevin J. O'Connor Revocable Trust.

What is the significance of the Rule 10b5‑1 plan for PCOR’s insider sales?

It indicates the trades were made pursuant to a pre‑arranged plan, which can provide an affirmative defense against insider trading allegations.

Was the PCOR insider ownership direct or indirect?

Indirect; the shares are held by the Kevin J. O'Connor Revocable Trust.