02/18/2026 | Press release | Distributed by Public on 02/18/2026 19:03
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Courtemanche Craig F. Jr. C/O PROCORE TECHNOLOGIES, INC. 6309 CARPINTERIA AVE CARPINTERIA, CA 93013 |
X | Chairman of the Board | ||
| /s/ Benjamin C. Singer, Attorney-in-Fact | 02/18/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares of common stock issuable upon the settlement of performance stock units ("PSUs") initially subject to both performance-based criteria and time-based vesting. On February 16, 2026, the Compensation Committee of the Company's Board of Directors certified that certain performance-based criteria had been satisfied. As a result, the PSUs that were certified as having satisfied the applicable performance-based criteria are now subject only to the following time-based vesting schedule: One-third (1/3rd) of the PSUs vest on February 20, 2026, and thereafter, one-twelfth (1/12th) of the PSUs vest quarterly on each February 20, May 20, August 20 and November 20 (each, a "Company Vesting Date"), subject to the Reporting Person's continued service through each Company Vesting Date. |
| (2) | These shares are held by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012. |
| (3) | These shares are held by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021. |
| (4) | These shares are held by The Courtemanche 2016 Irrevocable Trust. |