Procore (PCOR) SVP Fleming faces 1,666-share tax withholding on RSU vesting

Rhea-AI Filing Summary

PROCORE TECHNOLOGIES, INC. senior vice president and corporate controller William Fred Fleming Jr. reported a routine tax-withholding transaction. On May 20, 2026, 1,666 shares of common stock were withheld at $47.37 per share to cover taxes due on vesting restricted stock units.

After this withholding, he holds 111,863 common shares directly, which includes 331 shares purchased through the company’s employee stock purchase plan on May 15, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fleming William Fred Jr

Role SVP, Corporate Controller

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,666	$47.37	$79K

Holdings After Transaction: Common Stock — 111,863 shares (Direct, null)

Footnotes (1)

1. Represents shares withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person upon the vesting of restricted stock units. Includes 331 shares purchased through the Issuer's employee stock purchase plan on May 15, 2026.

Key Figures

Tax-withheld shares: 1,666 shares Tax-withholding price: $47.37 per share Post-transaction holdings: 111,863 shares +1 more

4 metrics

Tax-withheld shares 1,666 shares Shares withheld to satisfy tax obligation on RSU vesting on May 20, 2026

Tax-withholding price $47.37 per share Value used for withheld shares on May 20, 2026

Post-transaction holdings 111,863 shares Common stock held directly after the transaction

ESPP shares included 331 shares Shares purchased through employee stock purchase plan on May 15, 2026

Key Terms

restricted stock units, employee stock purchase plan, tax obligation, tax-withholding disposition

4 terms

restricted stock units financial

"Represents shares withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person 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.

employee stock purchase plan financial

"Includes 331 shares purchased through the Issuer's employee stock purchase plan on May 15, 2026."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax obligation financial

"Represents shares withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person upon the vesting of restricted stock units."

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 1,666 shares of Common Stock."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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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^*

Fleming William Fred Jr

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Corporate Controller

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		1,666(1)	D	$47.37	111,863(2)	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.

2. Includes 331 shares purchased through the Issuer's employee stock purchase plan on May 15, 2026.

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 TECHNOLOGIES (PCOR) report for William Fred Fleming Jr.?

PROCORE TECHNOLOGIES reported that SVP and corporate controller William Fred Fleming Jr. had 1,666 shares withheld to cover taxes from restricted stock unit vesting. This was classified as a tax-withholding disposition, not an open-market purchase or sale of shares.

Was the PROCORE TECHNOLOGIES (PCOR) Form 4 transaction an open-market sale?

No, the Form 4 for PROCORE TECHNOLOGIES shows no open-market sale. The 1,666 shares were withheld by the issuer to satisfy a tax obligation triggered when restricted stock units vested, rather than sold at the executive’s discretion in the open market.

How many PROCORE TECHNOLOGIES (PCOR) shares does William Fred Fleming Jr. hold after this filing?

Following the tax-withholding transaction, William Fred Fleming Jr. directly holds 111,863 PROCORE TECHNOLOGIES common shares. This figure includes 331 shares that were purchased through the company’s employee stock purchase plan on May 15, 2026, as disclosed in the filing footnotes.

What price per share was used for the PROCORE TECHNOLOGIES (PCOR) tax-withholding shares?

The 1,666 PROCORE TECHNOLOGIES shares withheld for taxes were valued at $47.37 per share. This price is used for the tax-withholding calculation on the vesting restricted stock units and is disclosed as the transaction price in the Form 4 summary table.

What triggered the tax-withholding disposition in the PROCORE TECHNOLOGIES (PCOR) Form 4?

The tax-withholding disposition was triggered when restricted stock units held by William Fred Fleming Jr. vested. To satisfy the resulting tax obligation, the issuer withheld 1,666 common shares instead of requiring a separate cash payment, as described in the Form 4 footnotes.