PROCORE TECHNOLOGIES, INC.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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Sep 30, 2026 · Filed Nov 5, 2026
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Item 5. Other Information
Stock Repurchase Program
On October 30, 2026, the Board authorized a new stock repurchase program to repurchase up to $300.0 million of our outstanding common stock. We intend to opportunistically repurchase shares of our common stock from time to time through the open market, or other transactions in accordance with applicable law, in each case, subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Exchange Act. We may also, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases of our common stock under this authorization. The timing of stock repurchases and the actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities, and will be subject to the discretion of our management within its authorization. The stock repurchase program will be funded using our working capital. The stock repurchase program does not obligate us to acquire any particular number of shares of our common stock, or any shares at all. The new stock repurchase program expires on October 30, 2027, and may be suspended or discontinued at any time at our discretion and without notice.
Insider Trading Arrangements
During the quarterly period ended September 30, 2026, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated the contracts, instructions, or written plans for the purchase or sale of our securities as set forth in the table below.
| Type of Trading Arrangement | |||||
|---|---|---|---|---|---|
| Name and Position · Action · Adoption/Termination Date · Rule 10b5-1(1) · Non-Rule 10b5-1(2) · Total Shares of Common Stock to be Sold(3) · Expiration Date | |||||
| Benjamin Singer, Chief Legal Officer and Corporate Secretary(4) | Adoption | September 14, 2026 | x | 115,112 | December 14, 2027 |
| (1) Contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.(2) “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.(3) Represents the maximum number of shares that may be sold pursuant to the Rule 10b5-1 trading arrangement. The number of shares actually sold may be lower and will depend on the satisfaction of certain conditions as set forth in the written plan.(4) The actual number of shares that will be sold under this Rule 10b5-1 trading arrangement will be based in part on the number of shares sold to satisfy tax withholding obligations arising from the vesting of certain shares subject to the trading arrangement, which number is not yet determinable. | |||||
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