Courtemanche Craig F. Jr. 4

What Happened Craig F. Courtemanche Jr., Chairman of the Board of Procore Technologies (PCOR), exercised 56,122 option shares on May 11, 2026 at an exercise price of $2.42 per share (cost $135,815). The same day he sold all 56,122 shares in three open-market transactions, generating gross proceeds of approximately $2,865,484. The exercise and same‑day sales together indicate an immediate disposition of the acquired shares.

Key Details

• Transaction date: May 11, 2026; Form 4 filed May 13, 2026 (timely filing).
• Exercise: 56,122 shares @ $2.42 each — cost $135,815 (transaction code M).
• Sales (all on May 11, 2026):
  • 24,286 shares, weighted avg $50.26 (range $49.74–$50.71) — proceeds $1,220,614. (F2)
  • 21,287 shares, weighted avg $51.16 (range $50.83–$51.75) — proceeds $1,089,043. (F3)
  • 10,549 shares, weighted avg $52.69 (range $52.21–$53.09) — proceeds $555,827. (F4)
• Total gross proceeds from sales: ~$2,865,484; less exercise cost $135,815 → rough net proceeds ~$2,729,669.
• Sales were made pursuant to a prearranged 10b5-1 plan dated Dec 9, 2025 (F1).
• Additional footnotes: certain shares are held in family/irrevocable trusts (F5–F7); option vesting schedule noted (F8).
• Shares owned after the transactions are not specified in the provided excerpt.

Context

• The filing shows an option exercise (M) followed by immediate open‑market sales of the acquired shares — effectively a cashless exercise/sale to monetize vested options. Transaction codes and the matching quantities indicate the entire exercised position was sold the same day.
• The sales were prearranged under a 10b5‑1 plan, which is a common mechanism for insiders to sell shares on a preset schedule and reduces the significance of short‑term timing. As with all insider sales, this is factual disclosure of a personal liquidity event and should not be taken alone as a signal about the company’s outlook.