Form 4: Procore Technologies Director Nanci Caldwell Granted 3,049 Restricted Stock Units

Procore Technologies, Inc. Director Nanci Caldwell was granted 3,049 restricted stock units (RSUs) on June 5, 2025, as part of her compensation, which will vest at the company's 2026 annual meeting.

Summary

• Nanci Caldwell, a Director at Procore Technologies, Inc. (PCOR), acquired 3,049 shares of common stock on June 5, 2025.
• These shares represent restricted stock units (RSUs) granted as compensation.
• The RSUs will fully vest on the date of Procore's 2026 annual meeting of stockholders, contingent on Ms. Caldwell's continued service as a director.
• Ms. Caldwell has elected to defer the receipt of these common shares until 90 days after her service termination or a change in control, whichever comes first.
• Following this transaction, Ms. Caldwell beneficially owns 59,159 shares of Procore Technologies common stock.

Sentiment

Score: 6

Explanation: The document reports a routine insider equity grant, which is a neutral to slightly positive event as it aligns director interests with shareholders. There are no negative disclosures.

Positives

• The grant of Restricted Stock Units (RSUs) aligns the director's interests with long-term shareholder value, as vesting is contingent on continued service and potential stock price appreciation.
• The deferral election by the director may indicate confidence in the company's long-term prospects.

Negatives

• No specific negative financial or operational information is disclosed in this Form 4 filing.

Risks

• No specific risks are mentioned in this Form 4 filing, which primarily reports an insider transaction.

Future Outlook

This Form 4 filing does not provide specific forward-looking statements or guidance regarding the company's future performance, beyond the vesting schedule of the granted restricted stock units.

Management Comments

• The shares acquired represent restricted stock units (RSUs) that will settle into common stock.
• 100% of the RSUs are scheduled to vest on the date of the issuer's 2026 annual meeting of stockholders, provided the reporting person continues her service as a director.
• The reporting person has chosen to defer the actual receipt of the common stock upon vesting until the earlier of 90 days following service termination or a change in control.

Industry Context

This Form 4 filing reports a routine insider equity grant, which is a common practice for compensating directors in publicly traded companies across various industries, including the software and construction technology sector where Procore Technologies operates. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• The acquisition of 3,049 restricted stock units by Nanci Caldwell, a director of Procore Technologies, Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The grant of RSUs to a director aligns their interests with shareholders by incentivizing long-term performance and stock price appreciation. However, it also represents dilution upon vesting.
• Employees: No direct impact on employees is indicated by this specific filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this specific filing.

Next Steps

• The granted RSUs are expected to vest on the date of Procore Technologies' 2026 annual meeting of stockholders.
• The director will receive the common stock upon vesting, subject to her deferral election.

Key Dates

Recommendation

Keywords

Procore Technologies, PCOR, Form 4, SEC filing, insider transaction, restricted stock units, RSUs, director compensation, equity grant, Nanci Caldwell