PROCORE TECHNOLOGIES, INC.
For the period ended Mar 31, 2025. Filed May 2, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 2, 2025
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Item 5. Other Information
Compensatory Arrangements of Certain Officers
On May 2, 2025, the Company entered into amended and restated severance agreements (each, an “Executive Severance Agreement”) with each of Howard Fu, the Company’s Chief Financial Officer and Treasurer, Benjamin C. Singer, the Company’s Chief Legal Officer and Corporate Secretary, Lawrence J. Stack, the Company’s Chief Revenue Officer, and Steven S. Davis, the Company’s President, Product and Technology (each, a “Non-CEO Executive Officer”), which provide certain enhanced severance benefits designed to promote continuity and retain each Non-CEO Executive Officer through the Company’s Chief Executive Officer succession process, which was announced earlier this year. Each Executive Severance Agreement provides that, if a Non-CEO Executive Officer is terminated without “Cause” (as defined in the Executive Severance Agreement) during the 12-month period following the appointment of the Company’s next Chief Executive Officer, such Non-CEO Executive Officer will receive 12 months of accelerated equity vesting with respect to all time-based equity awards that are outstanding at the time of such termination, subject to such Non-CEO Executive Officer’s execution of an appropriate release of claims. The Executive Severance Agreements are effective as of the date executed, and amended and restated each Non-CEO Executive Officer’s original severance agreement. All other material terms and conditions of each Non-CEO Executive Officer’s original severance agreement with the Company remain unchanged in the Executive Severance Agreements.
The foregoing description of the Executive Severance Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Executive Severance Agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
Insider Trading Arrangements
During the quarterly period ended March 31, 2025, 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. Specifically, following the Company's announcement of our Chief Executive Officer succession process earlier this year, Mr. Courtemanche terminated his Rule 10b5-1 plan before any transactions were executed under the plan.
| 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 | |||||
| Craig F. Courtemanche, Jr., President, Chief Executive Officer, and Director(4) | Termination | March 11, 2025 | x | 2,065,008 | April 1, 2026 |
| (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 could have been sold pursuant to the Rule 10b5-1 trading arrangement had it not been terminated.(4) This Rule 10b5-1 trading arrangement was adopted on December 11, 2024, by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dtd 11/1/2012, The Courtemanche 2016 Irrevocable Trust UA dtd 11/18/2016, and the Courtemanche 2021 Irrevocable Trust UA dtd 6/10/2021. | |||||
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