Form 4: Procore Legal Officer Sells Shares, Tax Withholding

Procore Technologies' Chief Legal Officer, Benjamin C. Singer, reported the sale of 4,204 common shares and the withholding of 5,596 shares for tax obligations.

Summary

• Benjamin C. Singer, Chief Legal Officer and Secretary of Procore Technologies, Inc. (PCOR), reported transactions involving common stock.
• On November 20, 2025, 5,596 shares were withheld by the Issuer at a price of $71.74 per share to satisfy tax obligations realized upon the vesting of restricted stock units.
• On November 21, 2025, 4,204 shares were sold at a weighted average price of $69.21 per share, with prices ranging from $68.91 to $69.61. This sale was executed pursuant to a Rule 10b5-1 plan dated August 15, 2024.
• Following these transactions, Mr. Singer beneficially owns 75,676 shares of Procore Technologies common stock directly.
• The reported beneficial ownership includes 146 shares purchased through the Issuer's employee stock purchase plan on November 15, 2025.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including tax-related withholding and a sale under a pre-arranged 10b5-1 plan, alongside a small employee stock purchase. These are common events for executives and do not inherently signal a positive or negative outlook for the company.

Positives

• The sale of 4,204 shares was conducted under a pre-arranged Rule 10b5-1 plan, indicating a planned transaction rather than a reaction to recent events.
• The reporting person acquired 146 shares through the company's employee stock purchase plan on November 15, 2025, demonstrating continued participation in employee ownership programs.

Negatives

• The Chief Legal Officer sold 4,204 shares of common stock, reducing his direct beneficial ownership.
• A significant number of shares (5,596) were withheld to cover tax obligations, which represents a reduction in the insider's direct holdings.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This is a routine insider transaction report (Form 4) and does not provide information that allows for analysis of broader industry trends or comparisons to competitors. It reflects individual executive compensation and personal financial planning.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive could be perceived negatively by some, though the 10b5-1 plan mitigates concerns about opportunistic selling. The tax withholding is a standard part of RSU vesting.
• Employees: The purchase of shares through the ESPP indicates continued employee participation in company ownership.

Key Dates

Recommendation

The reported transactions are largely routine for an executive, involving tax-related share withholding upon RSU vesting and a sale executed under a pre-established 10b5-1 plan. The small purchase via an employee stock purchase plan also indicates continued participation. These actions do not provide a strong signal for a 'buy' or 'sell' recommendation, suggesting a 'hold' position is appropriate based solely on this filing.

Keywords

Procore Technologies, PCOR, Insider Trading, Form 4, Benjamin C. Singer, Stock Sale, Tax Withholding, 10b5-1 Plan, Employee Stock Purchase Plan, Chief Legal Officer