Procore (NYSE: PCOR) CEO has 2,986 shares withheld for RSU taxes

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. CEO and President Ajei Gopal reported a routine tax-related share disposition. On the vesting of restricted stock units, the company withheld 2,986 shares of Common Stock at $47.37 per share to cover his tax obligation.

These shares were not sold in the open market; they were retained by the issuer to satisfy taxes owed on equity compensation. Following this withholding, Gopal directly holds 553,434 shares of Procore common stock, indicating the transaction is small relative to his overall position.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gopal Ajei

Role CEO & President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,986	$47.37	$141K

Holdings After Transaction: Common Stock — 553,434 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 2,986 shares Withholding price: $47.37 per share Shares held after transaction: 553,434 shares

3 metrics

Shares withheld for taxes 2,986 shares Withheld to satisfy tax obligation on RSU vesting

Withholding price $47.37 per share Value used for tax-withholding disposition

Shares held after transaction 553,434 shares Direct Procore common stock holdings following withholding

Key Terms

restricted stock units, tax obligation, withheld by the Issuer

3 terms

restricted stock units financial

"upon the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax obligation financial

"to satisfy a tax obligation realized by the Reporting Person"

withheld by the Issuer financial

"Represents shares withheld by the Issuer to satisfy a tax obligation"

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Form 4 Insider Transactions: What Each Field Means →

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^*

Gopal Ajei

(Last) (First) (Middle)

C/O PROCORE TECHNOLOGIES, INC.

6309 CARPINTERIA AVE

(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
X	Officer (give title below)		Other (specify below)
	CEO & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		F		2,986(1)	D	$47.37	553,434	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	05/22/2026
	** 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)

FAQ

What insider transaction did Procore (PCOR) CEO Ajei Gopal report?

Procore CEO Ajei Gopal reported a tax-related share disposition, where 2,986 shares of common stock were withheld by the company to cover taxes due upon restricted stock unit vesting, rather than sold on the open market.

How many Procore (PCOR) shares were withheld for Ajei Gopal’s taxes?

A total of 2,986 Procore common shares were withheld to satisfy Ajei Gopal’s tax obligation arising from restricted stock unit vesting. This withholding is a standard mechanism for covering taxes on equity compensation awards.

At what price were the withheld Procore (PCOR) shares valued in Ajei Gopal’s Form 4?

The 2,986 Procore shares withheld for Ajei Gopal’s taxes were valued at $47.37 per share. This price is used in the Form 4 to calculate the value of shares applied toward satisfying his tax liability on vested restricted stock units.

How many Procore (PCOR) shares does CEO Ajei Gopal hold after this transaction?

After the tax-withholding transaction, Ajei Gopal directly holds 553,434 shares of Procore common stock. This indicates the 2,986 shares withheld for taxes represent a small portion of his overall reported equity position in the company.

Was Ajei Gopal’s Procore (PCOR) transaction an open-market sale?

No, the transaction was not an open-market sale. The 2,986 shares were withheld by Procore to satisfy Ajei Gopal’s tax obligation from restricted stock unit vesting, a common administrative step rather than a discretionary sale into the market.