Form 4: Procore Director Ronald Hovsepian Awarded RSUs

Procore Technologies Director Ronald W. Hovsepian was granted 7,197 restricted stock units, vesting annually starting November 20, 2026.

Summary

• Ronald W. Hovsepian, a Director of Procore Technologies, Inc. (PCOR), was granted 7,197 shares of common stock in the form of Restricted Stock Units (RSUs).
• The transaction date for this acquisition was December 9, 2025.
• The RSUs were acquired at a price of $0 per share.
• One-third (1/3rd) of the shares underlying the RSUs will vest annually on the anniversary of November 20, 2025, with the first vesting date being November 20, 2026.
• Vesting is contingent upon Mr. Hovsepian's continued service to the company.
• Mr. Hovsepian has elected to defer the receipt of common stock upon vesting until the earlier of 90 days following termination of service or a change in control event.

Sentiment

Score: 6

Explanation: The filing reports a standard equity compensation grant to a director, which is a neutral to slightly positive event as it aligns interests without indicating any immediate operational or financial changes.

Positives

• The grant of Restricted Stock Units to a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• Equity compensation is a standard practice to attract and retain experienced board members.

Risks

• The vesting of the RSUs is subject to the reporting person's continued service, meaning the shares could be forfeited if service terminates before vesting dates.
• The value of the RSUs upon vesting is dependent on the future market price of Procore Technologies, Inc. common stock, introducing market risk.

Future Outlook

The future outlook includes the annual vesting of the granted Restricted Stock Units, with the first vesting scheduled for November 20, 2026, contingent on the director's continued service. The ultimate receipt of common stock is deferred until either 90 days post-termination or a change in control.

Industry Context

The grant of Restricted Stock Units to a director is a common form of equity compensation in the technology and broader corporate sectors. It is designed to incentivize long-term commitment and align the interests of board members with shareholder value creation, consistent with industry best practices for corporate governance and executive compensation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for director compensation is a widely adopted practice across various industries, including technology companies like Procore, aligning with compensation structures seen at peers such as Autodesk, Inc. (ADSK) or Bentley Systems, Incorporated (BSY).
• The vesting schedule, typically over several years and contingent on continued service, is standard for equity awards to ensure long-term retention and performance alignment.
• The deferral election for stock receipt is also a common feature, offering flexibility for tax planning and compliance with insider trading policies, similar to arrangements offered by many public companies to their directors and executives.

Stakeholder Impact

• Shareholders: The grant of RSUs to a director helps align the director's long-term interests with shareholder value, as the compensation's value is tied to the company's stock performance.
• Employees: No direct impact on general employees is indicated by this specific filing.
• Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this specific filing.

Next Steps

• Annual vesting of one-third of the RSUs on the anniversary of November 20, 2025, with the first vesting on November 20, 2026, subject to continued service.
• Receipt of common stock upon vesting will be deferred until 90 days following termination of service or a change in control.

Key Dates

Keywords

Procore Technologies, PCOR, Ronald Hovsepian, Restricted Stock Units, RSUs, Director Compensation, Insider Transaction, Equity Grant, SEC Form 4