Form 4: Procore Technologies Director Elisa Steele Granted 3,049 Restricted Stock Units

Procore Technologies, Inc. Director Elisa Steele was granted 3,049 restricted stock units (RSUs) on June 5, 2025, increasing her direct beneficial ownership to 55,159 shares.

Summary

• Elisa Steele, a Director of Procore Technologies, Inc. (PCOR), was granted 3,049 shares of common stock in the form of Restricted Stock Units (RSUs) on June 5, 2025.
• The transaction price for these RSUs was $0, indicating they were a grant rather than a purchase.
• Following this transaction, Ms. Steele's direct beneficial ownership of Procore Technologies common stock increased to 55,159 shares.
• The 3,049 RSUs are scheduled to vest 100% on the date of the issuer's 2026 annual meeting of stockholders, subject to Ms. Steele's continued service as a director.
• Ms. Steele has elected to defer the receipt of the common stock upon vesting until the earlier of (i) 90 days following the termination of her service, or (ii) a change in control of the company.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director is a routine compensation event, indicating continued alignment of interests between the director and the company's performance, which is generally viewed positively or neutrally.

Positives

• The grant of Restricted Stock Units (RSUs) to Director Elisa Steele aligns her financial interests with the long-term performance of Procore Technologies, as the value of the RSUs is tied to the company's stock price.
• This RSU grant represents a standard form of equity compensation for directors, indicating continued commitment and incentivization for key board members.

Risks

• The RSUs are subject to a vesting schedule, meaning the shares will only be received if the reporting person's service continues through the vesting date (2026 annual meeting), or if specific conditions related to service termination or re-election are met.
• The value of the RSUs upon vesting is dependent on the future market price of Procore Technologies' common stock, introducing market risk.

Future Outlook

The granted Restricted Stock Units (RSUs) are set to vest 100% on the date of Procore Technologies' 2026 annual meeting of stockholders, contingent on the director's continued service. The actual receipt of common stock upon vesting is deferred until 90 days post-service termination or a change in control, whichever occurs earlier.

Industry Context

This Form 4 filing details an insider transaction, specifically an equity grant to a director. Such grants are a common practice across various industries for executive and board compensation, aiming to align the interests of company leadership with those of shareholders.

Related Party Transactions

• The grant of 3,049 Restricted Stock Units (RSUs) to Elisa Steele, a director of Procore Technologies, Inc., constitutes a related party transaction as it involves compensation provided by the company to an insider.

Stakeholder Impact

• Shareholders: The grant of RSUs aligns the director's interests with shareholder value, as the value of the RSUs is tied to the company's stock performance. The eventual vesting and issuance of shares will result in minor dilution, which is typical for equity compensation plans.

Next Steps

• The 3,049 Restricted Stock Units (RSUs) are expected to vest on the date of Procore Technologies' 2026 annual meeting of stockholders.
• Elisa Steele will receive the common stock from the vested RSUs upon the earlier of 90 days following her termination of service or a change in control of the company.

Key Dates

Recommendation

Keywords

Procore Technologies, PCOR, Elisa Steele, Form 4, SEC filing, Restricted Stock Units, RSUs, Insider Transaction, Stock Grant, Director Compensation, Beneficial Ownership