Procore Technologies Inc.

02/18/2026 | Press release | Distributed by Public on 02/18/2026 19:03

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Courtemanche Craig F. Jr.
2. Issuer Name and Ticker or Trading Symbol
PROCORE TECHNOLOGIES, INC. [PCOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Chairman of the Board
(Last) (First) (Middle)
C/O PROCORE TECHNOLOGIES, INC., 6309 CARPINTERIA AVE
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026
(Street)
CARPINTERIA, CA 93013
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/16/2026 A 90,027(1) A $ 0 954,924 D
Common Stock 2,692,461 I See Footnote(2)
Common Stock 1,155,480 I See Footnote(3)
Common Stock 527,349 I See Footnote(4)
Common Stock 23,736 I Spouse
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Courtemanche Craig F. Jr.
C/O PROCORE TECHNOLOGIES, INC.
6309 CARPINTERIA AVE
CARPINTERIA, CA 93013
X Chairman of the Board

Signatures

/s/ Benjamin C. Singer, Attorney-in-Fact 02/18/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Procore Technologies Inc. published this content on February 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 19, 2026 at 01:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]