Procore director granted 4,712 RSUs

SMITH GRAHAM reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SMITH GRAHAM reported acquisition or exercise transactions in this Form 4 filing.

PROCORE TECHNOLOGIES, INC. director Graham Smith received an equity award of 4,712 restricted stock units (RSUs), each representing one share of common stock upon settlement. After this grant, he holds 54,381 shares (including the RSUs reported in the filing).

All 4,712 RSUs are scheduled to vest on the date of Procore’s 2027 annual meeting of stockholders, or immediately before that date if his board service ends at that meeting due to not being re-elected or not standing for re-election. Smith has elected to defer settlement of the vested RSUs into common stock until the earlier of 90 days after his service terminates or a change in control of the company.

Insider Trade Summary

Grant/Award: 4,712 shares

Grant/Award 1 txn

Insider SMITH GRAHAM

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,712	$0.00	$0.00

Holdings After Transaction: Common Stock — 54,381 shares (Direct)

Footnotes (1)

1. F1. Represents shares of common stock issuable upon the settlement of restricted stock units ("RSUs"). 100% of the RSUs vest on the date of the issuer's 2027 annual meeting of stockholders (or the date immediately preceding such date if the Reporting Person's service as a director ends at such annual meeting as a result of the Reporting Person's failure to be re-elected or the Reporting Person not standing for re-election), subject to the Reporting Person's continued service through such vesting date. 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.

Key Figures

RSU grant: 4,712 RSUs Post-grant holdings: 54,381 shares Vesting timing: 2027 annual meeting +1 more

4 metrics

RSU grant 4,712 RSUs Awarded on June 4, 2026 to director Graham Smith

Post-grant holdings 54,381 shares Total shares reported following the RSU grant

Vesting timing 2027 annual meeting 100% of RSUs vest at the 2027 stockholders’ meeting

Deferral period 90 days Settlement can occur 90 days after service termination

Key Terms

restricted stock units ("RSUs"), annual meeting of stockholders, change in control, deferral

4 terms

restricted stock units ("RSUs") financial

"Represents shares of common stock issuable upon the settlement of restricted stock units ("RSUs")."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

annual meeting of stockholders financial

"100% of the RSUs vest on the date of the issuer's 2027 annual meeting of stockholders"

change in control financial

"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."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

deferral financial

"The Reporting Person has elected to defer the receipt of common stock upon the vesting of the RSUs"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did Procore (PCOR) director Graham Smith receive?

Graham Smith received an award of 4,712 restricted stock units (RSUs). Each RSU represents a right to receive one share of Procore common stock upon settlement, providing additional equity-based compensation tied to his continued service as a director.

When do Graham Smith’s 4,712 Procore (PCOR) RSUs vest?

All 4,712 RSUs vest on the date of Procore’s 2027 annual meeting of stockholders. If his board service ends at that meeting due to not being re-elected or not standing for re-election, vesting occurs immediately before that annual meeting date.

How has Graham Smith’s Procore (PCOR) shareholding changed after this Form 4?

Following the RSU grant, Graham Smith is reported as holding 54,381 shares. This figure includes the newly granted 4,712 RSUs reported in the filing, illustrating his total direct equity exposure associated with his service as a Procore director.

When will Graham Smith receive Procore (PCOR) shares from his RSUs?

Smith elected to defer receiving common stock from the RSUs until the earlier of 90 days after his service terminates or a change in control. This means actual share delivery occurs later, despite vesting in connection with the 2027 annual meeting.

What happens to Graham Smith’s Procore (PCOR) RSUs if he is not re-elected in 2027?

If Smith’s board service ends at the 2027 annual meeting because he is not re-elected or does not stand, 100% of the RSUs vest immediately before that meeting. Settlement into common stock is still deferred under his elected deferral terms.

What does a change in control mean for Graham Smith’s Procore (PCOR) RSUs?

Under Smith’s deferral election, a change in control is one of the triggers for payment. If a change in control occurs before his service terminates, the deferred RSUs are settled into common stock on that change-in-control timing trigger.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 09:23 PM EDT Learn about SEC filing dates

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).

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^*

SMITH GRAHAM

(Last) (First) (Middle)

C/O PROCORE TECHNOLOGIES, INC.

6309 CARPINTERIA AVENUE

(Street)

CARPINTERIA CALIFORNIA 93013

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/04/2026		A		4,712(1)	A	$0	54,381	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"). 100% of the RSUs vest on the date of the issuer's 2027 annual meeting of stockholders (or the date immediately preceding such date if the Reporting Person's service as a director ends at such annual meeting as a result of the Reporting Person's failure to be re-elected or the Reporting Person not standing for re-election), subject to the Reporting Person's continued service through such vesting date. 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	06/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)