Form 4: Procore Technologies Director Kevin O'Connor Reports Acquisition of Restricted Stock Units

Procore Technologies, Inc. Director Kevin J. O'Connor has reported the acquisition of 3,049 restricted stock units (RSUs) as part of his compensation, with vesting scheduled for the company's 2026 annual meeting.

Summary

• Kevin J. O'Connor, a Director at Procore Technologies, Inc. (PCOR), reported the acquisition of 3,049 shares of common stock on June 5, 2025.
• These shares represent Restricted Stock Units (RSUs) granted at a price of $0, indicating they are part of a compensation package.
• The RSUs are scheduled to vest 100% on the date of Procore's 2026 annual meeting of stockholders, contingent on Mr. O'Connor's continued service.
• Mr. O'Connor has elected to defer the receipt of the common stock upon vesting until the earlier of 90 days following termination of service or a change in control.
• Following this transaction, Mr. O'Connor directly holds 16,632 shares and indirectly holds 1,185,208 shares through The Kevin J. O'Connor Revocable Trust U/A DTD 06-13-19.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it indicates a director's continued equity participation and alignment with shareholder interests through a standard RSU grant. It is a routine filing and not indicative of significant operational or financial changes.

Positives

• The acquisition of 3,049 Restricted Stock Units by a director aligns management's interests with those of shareholders, as the value of these units is tied to the company's stock performance.
• The deferral of stock receipt by the director indicates a long-term commitment to the company's success.

Future Outlook

The acquired Restricted Stock Units are set to vest on the date of the issuer's 2026 annual meeting of stockholders, subject to the director's continued service, indicating a future increase in direct share ownership for Mr. O'Connor upon settlement.

Industry Context

This Form 4 filing is a routine disclosure of insider stock ownership changes, common across all industries for publicly traded companies. RSU grants are a standard component of executive and director compensation packages, particularly in the technology sector, designed to incentivize long-term performance and retention.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) to directors is a common practice in the technology industry, similar to compensation structures seen at companies like Autodesk (ADSK) or Bentley Systems (BSY), which also utilize equity awards to align director interests with shareholder value.
• The deferral election for RSU settlement is also a standard feature in many corporate compensation plans, offering tax planning flexibility for the recipient and demonstrating a long-term commitment to the company, comparable to practices at mature tech firms.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with the company's long-term performance, potentially benefiting shareholders through improved governance and strategic decisions.

Next Steps

• The 3,049 Restricted Stock Units are expected to vest on the date of Procore Technologies' 2026 annual meeting of stockholders.
• Upon vesting, the common stock will be received by Kevin J. O'Connor, subject to his deferral election, which will occur at the earlier of 90 days post-termination of service or a change in control.

Key Dates

Keywords

Procore Technologies, PCOR, Form 4, Insider Transaction, Restricted Stock Units, RSU, Director Compensation, Stock Ownership, Corporate Governance