SEC Form 4 · accession 0001805735-26-000004

PROCORE TECHNOLOGIES, INC. · PCOR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1These shares sold pursuant to a 10b5-1 plan dated December 9, 2025.
• F10For 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.
• F11Exercise price of $60.9986 per share.
• F12Exercise price of $37.5716 per share.
• F2The 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.
• F3The 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.
• F4These securities are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012 ("Family Trust").
• F5These securities are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021 ("2021 Trust").
• F6These shares are held by The Courtemanche 2016 Irrevocable Trust.
• F7The 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.
• F8On 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.
• F9On 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.