Procore Technologies Inc SEC Filings

Procore Technologies, Inc. reported that one of its directors acquired 7,197 shares of common stock on December 9, 2025 through a restricted stock unit (RSU) award. The RSUs were granted at a price of $0 because they are equity compensation rather than a market purchase. After this grant, the director beneficially owns 7,197 common shares.

According to the disclosure, one-third of the RSUs will vest each year on the anniversary of November 20, 2025, with the first vesting date on November 20, 2026, as long as the director continues in service. The director has also elected to defer receiving the actual common shares until the earlier of 90 days after service terminates or a change in control of the company, turning this into a deferred stock-based compensation arrangement.

Procore Technologies, Inc. reported an initial statement of beneficial ownership on Form 3 for one of its directors. As of the event date of 12/09/2025, the reporting person disclosed beneficial ownership of 0 shares of Common Stock, held directly. The filing also shows no derivative securities, such as options or warrants, reported as beneficially owned. The form is filed by a single reporting person and is signed by Benjamin C. Singer as Attorney-in-Fact on 12/11/2025.

Procore Technologies, Inc. announced that director Brian Feinstein chose to resign from its Board of Directors effective December 9, 2025, and stated that his decision was not due to any disagreement with the company’s operations, policies, or practices. To fill the vacancy, the Board appointed Ronald Hovsepian as a Class I independent director, with a term running until the 2028 annual meeting of stockholders, and also named him to the Compensation Committee and the Nominating and Corporate Governance Committee.

Under Procore’s Non-Employee Director Compensation Policy, Mr. Hovsepian will receive an annual cash retainer of $48,100 for Board service, plus $10,000 for serving on the Compensation Committee and $6,400 for serving on the Nominating Committee, paid quarterly in arrears and prorated as needed. He was also granted an initial restricted stock unit award with a target equity value of $530,000, vesting in three equal annual installments in 2026, 2027, and 2028, and will be eligible for additional annual RSU awards with a target equity value of $227,500 at each future annual meeting, each vesting at the following year’s meeting, all pursuant to the company’s 2021 Equity Incentive Plan.

Procore Technologies director Kevin J. O'Connor, reporting as a director and through the Kevin J. O'Connor Revocable Trust, disclosed open-market sales of Procore common stock under a pre-arranged Rule 10b5-1 trading plan dated November 21, 2024. On 12/03/2025, the trust sold 9,615 shares at a weighted average price of $75.13, and on 12/04/2025 it sold 7,898 shares at a weighted average of $75.28 and 1,717 shares at a weighted average of $76.07. After these transactions, the filing reports 1,042,904 shares of Procore common stock beneficially owned indirectly through the trust.

ICONIQ-affiliated investment funds and individuals reported internal share distributions and a gift involving Procore Technologies, Inc. (PCOR) common stock. On December 3, 2025, ICONIQ Strategic Partners III, L.P. distributed, for no consideration, an aggregate 813,479 shares of Procore common stock to its limited partners and its general partner, with follow-on distributions by the general partner to its partners. On the same date, ICONIQ Strategic Partners III-B, L.P. distributed, for no consideration, an aggregate 869,214 shares, and ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed, for no consideration, an aggregate 317,307 shares, each pro rata to their limited partners and to the shared general partner.

The filing notes that these transfers were made in reliance on exemptions under Rules 16a-13 and 16a-9 of the Exchange Act and reflect restructurings among related funds and investors rather than open-market sales. It also reports that on November 21, 2025, Matthew Jacobson made a bona fide gift of 7,115 shares of Procore common stock to a donor-advised fund. Various ICONIQ general partner entities and individuals, including Divesh Makan and Jacobson, expressly disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest.

Procore Technologies director and 10% owner William J.G. Griffith reported multiple internal share distributions involving ICONIQ funds that hold Procore common stock. On December 3, 2025, ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P. and ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed, for no consideration, 813,479, 869,214 and 317,307 Procore shares, respectively, to their limited partners and to ICONIQ Strategic Partners III GP, L.P., which then made further pro rata distributions.

The filing states these transfers were made under exemptions in Rules 16a-13 and 16a-9 under the Exchange Act and were pro rata to each partner’s interest. Following the reported transactions, Griffith is shown as indirectly holding 3,452,020 Procore shares through family and estate planning trusts, including an aggregate of 172,232 shares received in the described distributions.

Procore Technologies, Inc. officer Ryan Bayer reported a stock sale in a Form 4 filing. On 12/02/2025, he sold 10,000 shares of Procore common stock at a price of $75.3 per share, coded as an "S" transaction, which indicates a sale. After this transaction, he reported beneficial ownership of 184,128 shares, held directly. Bayer serves as Procore's Chief Revenue Officer, so this filing updates the market on changes to his personal equity stake in the company.

PCOR filed a notice under Rule 144 for a planned sale of common stock. The filing covers the proposed sale of 10,000 common shares through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $753,000.00. The filing notes that 155,469,860 shares of this class were outstanding.

The shares to be sold come from restricted stock acquired from the issuer in three transactions dated 05/20/2025 and 08/20/2025, totaling 10,000 shares. The seller represents that they do not know of any undisclosed material adverse information about the issuer’s current or prospective operations.

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.