Form 4: Procore Chairman Sells $21.57M in Shares After Option Exercise

Procore Technologies Chairman Craig F. Courtemanche Jr. exercised options for 300,000 shares and subsequently sold them for approximately $21.57 million.

Summary

• Craig F. Courtemanche Jr., Chairman of the Board and Director of Procore Technologies, Inc. (PCOR), reported transactions involving company common stock.
• On November 19, 2025, Courtemanche exercised stock options to acquire 300,000 shares of common stock at an exercise price of $2.42 per share.
• Immediately following the option exercise on November 19, 2025, he sold 300,000 shares of common stock at a weighted average price of $71.91 per share, generating approximately $21,573,000 in proceeds.
• The sale price for these shares ranged from $71.63 to $72.325 per share.
• On November 20, 2025, an additional 20,673 shares were disposed of at $71.74 per share to satisfy tax obligations incurred upon the vesting of restricted stock units.
• Following these reported transactions, Courtemanche directly owns 657,123 shares of common stock.
• He also indirectly owns 4,473,893 shares through various family trusts and his spouse.
• Courtemanche retains 633,916 stock options with an exercise price of $2.42, which vested in 60 equal monthly installments beginning February 5, 2016.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to significant insider selling by the Chairman of the Board, which can be perceived as a lack of confidence or a move to diversify, potentially putting downward pressure on the stock price. While the option exercise itself is a positive for the insider, the immediate sale of the shares acquired and additional shares for tax purposes outweighs this.

Positives

• The exercise of stock options indicates a significant personal gain for the insider, reflecting the appreciation in the company's stock price since the options were granted.

Negatives

• Significant insider selling by the Chairman of the Board could be perceived negatively by the market, potentially signaling a lack of confidence in the company's near-term growth or a desire to diversify holdings.

Risks

• The sale of a substantial number of shares by a key insider like the Chairman of the Board might be interpreted by the market as a negative signal, potentially leading to downward pressure on the stock price.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance.

Management Comments

• 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.

Industry Context

This Form 4 filing details an insider transaction and does not provide broader industry context or analysis of trends or competitors.

Comparison to Industry Standards

• This filing is a standard insider transaction report and does not contain information suitable for comparison to industry benchmarks or specific comparable companies or projects.

Related Party Transactions

• Shares are held indirectly by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012 (2,692,328 shares).
• Shares are held indirectly by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021 (1,230,480 shares).
• Shares are held indirectly by The Courtemanche 2016 Irrevocable Trust (527,349 shares).
• Shares are held indirectly by the Reporting Person's spouse (23,736 shares).

Stakeholder Impact

• Shareholders: May interpret the insider selling as a negative signal, potentially leading to downward pressure on the stock price.
• Management/Employees: No direct impact mentioned, but significant insider selling can sometimes affect morale or perception of leadership's commitment.

Next Steps

• The Reporting Person will provide full information regarding the number of shares sold at each separate price within the reported range upon request by the Issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

While the significant insider selling by the Chairman is a negative signal, it's a single transaction and could be for personal financial planning or diversification. Without additional context on company performance, future outlook, or broader market conditions, a 'hold' recommendation is prudent. Investors should monitor future insider activity and company announcements for further insights before making a 'sell' decision, but the immediate sale after exercise prevents a 'buy' recommendation.

Keywords

Procore Technologies, PCOR, Insider Trading, Form 4, Stock Option Exercise, Share Sale, Craig F. Courtemanche Jr., Director, Chairman, Equity Transaction