Form 4: Procore CLO Sells Shares Under Pre-Arranged 10b5-1 Plan

Procore Technologies' Chief Legal Officer, Benjamin C. Singer, sold a total of 6,938 shares of common stock and had 4,078 shares withheld for tax obligations in late February 2026, reducing his direct beneficial ownership.

Summary

• Benjamin C. Singer, Chief Legal Officer and Secretary of Procore Technologies, Inc. (PCOR), reported changes in his beneficial ownership of common stock.
• On February 20, 2026, 4,078 shares were withheld by the Issuer to satisfy a tax obligation upon the vesting of restricted stock units, at a price of $52.02 per share.
• On February 23, 2026, Mr. Singer sold 2,208 shares at a weighted average price of $50.20, with prices ranging from $50.00 to $50.81.
• Also on February 23, 2026, an additional 505 shares were sold at a price of $51.35 per share.
• On February 24, 2026, 4,225 shares were sold at a price of $50.00 per share.
• All sales transactions (totaling 6,938 shares) were executed pursuant to a Rule 10b5-1 plan dated August 13, 2025.
• Following these transactions, Mr. Singer's direct beneficial ownership stands at 64,660 shares of common stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately neutral event. While insider selling can sometimes be a negative signal, the execution under a pre-arranged 10b5-1 plan mitigates concerns that the sales are based on new, adverse material information.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 plan, indicating a planned diversification or liquidity event rather than a reaction to new, undisclosed negative information.

Negatives

• The transactions resulted in a reduction of direct insider ownership by a key executive, which some investors may view as a negative signal.

Risks

• The filing itself does not explicitly mention risks; however, a reduction in insider ownership could be interpreted by some market participants as a potential lack of confidence, though this is mitigated by the pre-planned nature of the sales.

Future Outlook

This Form 4 filing is a report of insider transactions and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

StockSavvy.ai notes that the use of Rule 10b5-1 plans for executive stock sales is a standard practice across industries. These plans allow insiders to sell shares at pre-determined times or prices, providing an affirmative defense against insider trading allegations and facilitating personal financial planning and diversification.

Comparison to Industry Standards

• The execution of stock sales under a Rule 10b5-1 plan is a widely accepted corporate governance practice, aligning with industry standards for managing insider transactions transparently.
• Many executives at comparable software and technology companies, such as Autodesk (ADSK) or Bentley Systems (BSY), utilize similar pre-arranged trading plans to manage their equity holdings.

Stakeholder Impact

• Shareholders: The reduction in direct insider ownership might be noted by shareholders, though the pre-planned nature of the sales under a 10b5-1 plan typically lessens any negative implications.

Key Dates

Keywords

PROCORE TECHNOLOGIES, PCOR, insider trading, Form 4, stock sale, 10b5-1 plan, Benjamin C. Singer, executive compensation