Chairman of the Board Courtemanche Craig F. Jr. exercised 56,122 shares at a strike of $2.42 and sold $2,533,545 worth of shares (56,122 units at $45.14) as part of a pre-agreed trading plan (SEC Form 4)
$PCOR
Computer Software: Prepackaged Software
Technology
| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
PROCORE TECHNOLOGIES, INC. [ PCOR ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/10/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/10/2026 | M | 56,122 | A | $2.42 | 975,826 | D | |||
| Common Stock | 06/10/2026 | S(1) | 13,701 | D | $44.69(2) | 962,125 | D | |||
| Common Stock | 06/10/2026 | S(1) | 42,421 | D | $45.29(3) | 919,704 | D | |||
| Common Stock | 2,692,461 | I | See Footnote(4) | |||||||
| Common Stock | 1,155,480 | I | See Footnote(5) | |||||||
| Common Stock | 527,349 | I | See Footnote(6) | |||||||
| Common Stock | 23,736 | I | Spouse | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 06/10/2026 | M | 56,122 | (7) | 11/10/2026 | Common Stock | 56,122 | $2.42 | 224,488 | D | ||||
| Call Option (Obligation to Sell) | (8)(9)(10)(11) | 06/12/2026 | S/K(8)(9)(10) | 2 | (8)(9)(10) | (8)(9)(10) | Common Stock | 1,700,000 | (8)(9)(10) | 2 | I | See footnote(4)(5) | |||
| Put Option (Right to Sell) | (8)(9)(10)(12) | 06/12/2026 | P/K(8)(9)(10) | 2 | (8)(9)(10) | (8)(9)(10) | Common Stock | 1,700,000 | (8)(9)(10) | 2 | I | See footnote(4)(5) | |||
| Explanation of Responses: |
| 1. These shares sold pursuant to a 10b5-1 plan dated December 9, 2025. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $44.01 to $44.98, 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. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold at prices ranging from $45.02 to $45.65, 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. |
| 4. These securities are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012 ("Family Trust"). |
| 5. These securities are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021 ("2021 Trust"). |
| 6. These shares are held by The Courtemanche 2016 Irrevocable Trust. |
| 7. 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 through each applicable vesting date. |
| 8. On June 12, 2026, the Family Trust and the 2021 Trust (collectively, "Holders") executed revolving loan and collar transactions with an unaffiliated bank (collectively, the "Transaction") for general liquidity purposes, pursuant to which European call options were written and European put options were purchased relating to an aggregate of 1,700,000 shares (1,190,000 shares for the Family Trust and 510,000 shares for the 2021 Trust) and the underlying shares were pledged to the bank to secure the Holders' obligations thereunder. The Transaction is divided into 10 equal components across each trust, that have expiration dates ranging from June 1, 2029 to June 14, 2029, both inclusive. |
| 9. On the relevant expiration date, the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the shares of Common Stock on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price. |
| 10. For each component, on the applicable settlement date, the applicable Holder will deliver the number of shares corresponding to such component to the bank (or, at such Holder's election, an equivalent amount of cash based on the Reference Price), and receive from the bank an amount of cash (if any) based on the terms of the Transaction. No premium was exchanged for either the call option or the put option. The Holders will be permitted to draw against each component prior to its expiration in accordance with the terms of the Transaction. The Holders generally retained voting and dividend rights over the pledged shares during the term of the pledge, subject to sharing with the bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical offsetting position by the bank. |
| 11. Exercise price of $60.9986 per share. |
| 12. Exercise price of $37.5716 per share. |
| /s/ Benjamin C. Singer, Attorney-in-Fact | 06/12/2026 | |
| ** 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) | ||