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PROCORE TECHNOLOGIES, INC.·4

Jun 12, 9:58 PM ET

Courtemanche Craig F. Jr. 4

4 · PROCORE TECHNOLOGIES, INC. · Filed Jun 12, 2026

Research Summary

AI-generated summary of this filing

Updated

Procore (PCOR) Chairman Craig Courtemanche Exercises Options, Sells 56K Shares

What Happened

  • Craig F. Courtemanche Jr., Chairman of Procore Technologies (PCOR), exercised 56,122 option shares at $2.42 per share (cost $135,815) on June 10, 2026, and sold 56,122 shares in open-market transactions the same day for a total gross of approximately $2,533,545 (13,701 shares at $44.69 = $612,298; 42,421 shares at $45.29 = $1,921,247). The sales were executed pursuant to a 10b5-1 plan dated December 9, 2025. There are two small June 12, 2026 entries (2 shares sold and 2 shares purchased) reported as derivative-related adjustments.

Key Details

  • Transaction dates & prices: June 10, 2026 — exercised 56,122 @ $2.42; sold 13,701 @ $44.69 and 42,421 @ $45.29. (Sales price ranges: $44.01–$44.98 and $45.02–$45.65 per filing footnotes.)
  • Gross proceeds from the sales: ≈ $2.53 million; exercise cost: $135,815.
  • Shares owned after transaction: not specified in the excerpt provided — see the Form 4 for total beneficial ownership.
  • Notable footnotes: sales were made under a 10b5-1 trading plan (F1). Separate trust-related transactions (Family Trust and 2021 Trust) executed a revolving loan and collar covering 1.7M shares on June 12, 2026 (shares pledged to a bank; written calls and purchased puts across components with strikes noted in the filing) — these are trust-level liquidity/hedging actions, not direct open-market sales by the insider (F8–F12).
  • Filing/timeliness: Report lists the transaction date as June 10, 2026 and was filed June 12, 2026 — filed promptly (not marked late).

Context

  • This was an option exercise followed by immediate open-market sale (a common "cashless exercise" pattern) rather than a standalone buy. Sales under a 10b5-1 plan indicate the trades were pre-planned and not ad hoc. The trust-level collar/loan is a financing/hedging arrangement that can involve pledging shares and contingent settlement based on future reference prices; it does not by itself indicate insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-06-10
PROCORE TECHNOLOGIES, INC.PCOR
Courtemanche Craig F. Jr.
DirectorOther
Transactions
  • Exercise/Conversion

    Common Stock

    2026-06-10$2.42/sh+56,122$135,815→ 975,826 total
  • Sale

    Common Stock

    [F1][F2]
    2026-06-10$44.69/sh−13,701$612,298→ 962,125 total
  • Sale

    Common Stock

    [F1][F3]
    2026-06-10$45.29/sh−42,421$1,921,247→ 919,704 total
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F7]
    2026-06-10$2.42/sh−56,122$135,815→ 224,488 total
    Exercise: $2.42Exp: 2026-11-10→ Common Stock (56,122 underlying)
  • SaleSwap

    Call Option (Obligation to Sell)

    [F8][F9][F10][F11][F4][F5]
    2026-06-12−2→ 2 total(indirect: See footnote)
    → Common Stock (1,700,000 underlying)
  • PurchaseSwap

    Put Option (Right to Sell)

    [F8][F9][F10][F12][F4][F5]
    2026-06-12+2→ 2 total(indirect: See footnote)
    → Common Stock (1,700,000 underlying)
Holdings

  • Common Stock

    [F4]
    (indirect: See Footnote)
    2,692,461

  • Common Stock

    [F5]
    (indirect: See Footnote)
    1,155,480

  • Common Stock

    [F6]
    (indirect: See Footnote)
    527,349

  • Common Stock

    (indirect: By Spouse)
    23,736
Footnotes (12)
  • [F1]These shares sold pursuant to a 10b5-1 plan dated December 9, 2025.
  • [F10]For 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.
  • [F11]Exercise price of $60.9986 per share.
  • [F12]Exercise price of $37.5716 per share.
  • [F2]The 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.
  • [F3]The 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.
  • [F4]These securities are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012 ("Family Trust").
  • [F5]These securities are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021 ("2021 Trust").
  • [F6]These shares are held by The Courtemanche 2016 Irrevocable Trust.
  • [F7]The 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.
  • [F8]On 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.
  • [F9]On 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.
Signature
/s/ Benjamin C. Singer, Attorney-in-Fact|2026-06-12

Documents

1 file
  • 4
    form4-06132026_010620.xmlPrimary