Form 4: Procore Chairman Sells $5.45M in Company Stock

Procore Technologies Chairman Craig F. Courtemanche Jr. reported the sale of 75,000 shares of common stock for approximately $5.45 million through pre-planned transactions.

Summary

• Craig F. Courtemanche Jr., Chairman of the Board and a Director of Procore Technologies, Inc. (PCOR), reported transactions involving the sale of company common stock.
• On December 15, 2025, Courtemanche sold 64,707 shares at a weighted average price of $72.62 per share, with prices ranging from $72.11 to $73.10.
• On the same date, an additional 10,293 shares were sold at a weighted average price of $73.21 per share, with prices ranging from $73.11 to $73.37.
• The total number of shares sold was 75,000, amounting to approximately $5,453,498.87.
• These transactions were made pursuant to a Rule 10b5-1 pre-arranged trading plan.
• Following these sales, beneficial ownership includes 772,123 shares held directly and 4,398,780 shares held indirectly through various trusts and a spouse.

Sentiment

Score: 5

Explanation: Neutral. The sale is significant in value but was conducted under a pre-arranged 10b5-1 plan, which mitigates immediate negative sentiment. It's a routine insider transaction for diversification or liquidity purposes rather than a direct signal of company distress or exceptional performance.

Positives

• The transactions were conducted under a Rule 10b5-1 plan, indicating pre-scheduled sales rather than a reaction to immediate company news, which can mitigate negative market interpretations.

Negatives

• A significant sale by a high-ranking insider (Chairman and Director) could be perceived negatively by some investors, potentially signaling a desire to diversify holdings or a belief that the stock price is adequately valued.

Risks

• Large insider sales, even if pre-planned, can sometimes be interpreted by the market as a signal of potential future challenges or that the stock price may be nearing a peak, potentially leading to short-term price volatility.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is solely a report of insider stock transactions.

Industry Context

Insider sales are a routine part of executive compensation and personal financial planning, often executed under pre-arranged 10b5-1 plans to avoid accusations of trading on material non-public information. While this specific sale by Procore's Chairman is significant in value, it does not inherently indicate a shift in industry trends or competitive landscape without further context.

Related Party Transactions

• The indirect holdings are through various family trusts (Courtemanche 2021 Irrevocable Trust, Craig F. Courtemanche and Hillary Courtemanche Family Trust, The Courtemanche 2016 Irrevocable Trust) and a spouse, which are considered related parties for beneficial ownership reporting.

Stakeholder Impact

• Shareholders: May view the sale as a signal, but the 10b5-1 plan context suggests it is not based on new material information, potentially limiting negative impact.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Recommendation

The sale by the Chairman, while substantial, was executed under a Rule 10b5-1 plan, which suggests it was pre-scheduled for personal financial planning rather than being driven by new material information about the company's prospects. This mitigates the immediate negative signal often associated with insider selling. Without additional company-specific news or broader market context, this Form 4 alone does not warrant a change from a 'hold' position, as it's a routine insider transaction.

Keywords

Procore Technologies, PCOR, Insider Trading, Form 4, Stock Sale, Craig F. Courtemanche Jr., Chairman, Director, 10b5-1 Plan