Procore Technologies (PCOR) executive reports tax-related share disposition

Rhea-AI Filing Summary

Procore Technologies, Inc. executive Steven Scott Davis, President of Product & Technology, reported a tax-related share disposition linked to restricted stock units. The transaction involved 6,946 shares of common stock at $52.02 per share, withheld by the company to cover taxes upon RSU vesting, leaving him with 189,568 shares held directly.

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)
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		6,946(1)	D	$52.02	189,568	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	02/24/2026
	** 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).
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FAQ

What insider transaction did Procore Technologies (PCOR) report for Steven Scott Davis?

Procore executive Steven Scott Davis reported a tax-withholding disposition of 6,946 shares of common stock. The shares were withheld by the company to cover taxes triggered by the vesting of restricted stock units granted to him.

Was the Procore Technologies (PCOR) Form 4 transaction an open-market sale?

No, the Form 4 transaction was not an open-market sale. It was a tax-withholding disposition where 6,946 shares were withheld by Procore to satisfy Davis’s tax obligation from vesting restricted stock units.

How many Procore Technologies (PCOR) shares were involved in Steven Scott Davis’s tax withholding?

The tax-withholding transaction involved 6,946 shares of Procore common stock. These shares were withheld at a price of $52.02 per share to meet tax obligations arising when his restricted stock units vested.

What is Steven Scott Davis’s role at Procore Technologies (PCOR)?

Steven Scott Davis serves as Procore Technologies’ President of Product & Technology. His Form 4 filing reflects a tax-related share disposition connected to restricted stock unit vesting, rather than discretionary buying or selling on the open market.

How many Procore Technologies (PCOR) shares does Steven Scott Davis hold after this Form 4?

After the reported transaction, Steven Scott Davis holds 189,568 shares of Procore common stock directly. This total reflects his position following the 6,946 shares withheld by the company to cover his restricted stock unit tax obligation.

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

Transaction code F indicates a tax-withholding disposition, not a voluntary trade. In this case, 6,946 shares were delivered back to Procore to satisfy Davis’s tax liability resulting from the vesting of restricted stock units.