CALDWELL NANCI 4

What Happened
Nanci Caldwell, a director of Procore Technologies (PCOR), received a grant of 4,712 restricted stock units (RSUs) on 2026-06-04. The reported acquisition price is $0.00 (grant), so there was no cash purchase. This is a compensation award rather than an open‑market buy or sale.

Key Details

• Transaction date: 2026-06-04; Form 4 filed: 2026-06-08 (timely per standard two‑business‑day rule).
• Transaction type/code: Award/Grant (A). Shares: 4,712 RSUs; reported price $0.00.
• Shares owned after transaction: Not disclosed in this filing.
• Footnote: RSUs convert to common stock on settlement. 100% of the RSUs vest on the date of Procore’s 2027 annual meeting of stockholders (or immediately before that meeting if Caldwell’s service ends due to non‑re‑election), subject to continued service. Caldwell elected to defer receipt of the underlying common stock until the earlier of (i) 90 days after termination of service or (ii) a change in control.

Context
RSUs are a form of equity compensation that become actual shares only when they vest/settle; this grant reflects routine director compensation rather than a market bet. Because receipt is deferred, Caldwell will not immediately receive shares at vesting unless a triggering event occurs per the deferral election.