PROCORE TECHNOLOGIES, INC. 10-K

Item 9A. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this report. In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on management’s evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. (b) Management’s Report on Internal Control Over Financial Reporting. This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. (c) Changes in Internal Control Over Financial Reporting. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. We continue to integrate policies, processes, people, technology, and operations relating to our acquisition of Levelset and will continue to evaluate the impact of any related changes to our internal control over financial reporting. Our chief executive officer and chief financial officer concluded that there has not been any material change in our internal control over financial reporting during the period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. (d) Limitations on Effectiveness of Controls and Procedures Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information. None. 101 Item 9 C . Disclosure Regarding Foreign J urisdiction that Prevent Inspection . Not applicable. 102 PART III Certain information required by Part III is incorporated herein by reference to our definitive proxy statement for our 2022 Annual Meeting of Stockholders (“Proxy Statement”), which will be filed with the SEC within 120 days of the fiscal year ended December 31, 2021. Item 10. Directors, Executive Officers and Corporate Governance. We have adopted a Code of Conduct and Ethics that applies to all officers, directors and employees, which is available on our website at investors.procore.com under “Governance.” We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Conduct and Ethics by posting such information on our Website, at the Internet address and location specified above. The remaining information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. Item 11. Executive Compensation. The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. 103 PART IV Item 15. Exhibits, Financial Statement Schedules. (a)The following documents are filed as a part of this Annual Report on Form 10-K: (1) Financial Statements. Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. (2) Financial Statement Schedule. All financial statement schedules have been omitted, as the information is not applicable or is not required under the related instructions, or because the information required is already included in the financial statements or the notes thereto. (3) Exhibits. We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference. 104 Exhibit Index Incorporated by Reference Exhibit Number Description of Exhibit Form File Number Exhibit Filing Date 2.1† Agreement and Plan of Merger, dated as of September 20, 2021, by and among Procore Technologies, Inc., Lucky Strike Merger Sub, Inc., Express Lien, Inc., and Shareholder Representative Services LLC, as Stockholder Representative 10-Q 001-40396 2.1 November 5, 2021 3.1† Amended and Restated Certificate of Incorporation of the Registrant 8-K 001-40396 3.1 May 24, 2021 3.2† Amended and Restated Bylaws of the Registrant 8-K 001-40396 3.2 May 24, 2021 4.1† Form of common stock certificate of the Registrant S-1/A 333-236789 4.1 May 6, 2021 4.2† Sixth Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated September 24, 2019 S-1/A 333-236789 4.2 February 28, 2020 4.3* Description of Registrant’s Securities 10.1†+ Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers S-1/A 333-236789 10.1 May 6, 2021 10.2†+ Procore Technologies, Inc. 2014 Equity Incentive Plan and related form agreements S-1/A 333-236789 10.2 February 28, 2020 10.3†+ Procore Technologies, Inc. 2021 Equity Incentive Plan and related form agreements S-1/A 333-236789 10.3 May 10, 2021 10.4†+ Procore Technologies, Inc. 2021 Employee Stock Purchase Plan S-1/A 333-236789 10.4 May 10, 2021 10.5† Lease by and between Carp Two, LLC, and the Registrant, dated as of August 13, 2013, as amended S-1 333-236789 10.4 February 28, 2020 10.6† Lease by and between Carp Two, LLC, and the Registrant, dated as of January 1, 2014, as amended S-1 333-236789 10.5 February 28, 2020 10.7† Lease by and between 6267 Carp Ave, LLC, and the Registrant, dated as of November 1, 2017 S-1 333-236789 10.6 February 28, 2020 10.8† Lease by and between 6303 Carpinteria Avenue, LLC, and the Registrant, dated as of October 5, 2015, as amended S-1 333-236789 10.7 February 28, 2020 10.9† Lease by and between 6303 Carpinteria Avenue, LLC, and the Registrant, dated as of May 25, 2016 S-1 333-236789 10.8 February 28, 2020 10.10† Loan and Security Agreement by and between Silicon Valley Bank and the Registrant, dated October 23, 2018 and related amendments, as amended and restated on February 14, 2020 S-1 333-236789 10.9 February 28, 2020 10.11* First Amendment to Amended and Restated Loan and Security Agreement, dated May 7, 2020 10.12†+ Cash Incentive Bonus Plan S-1/A 333-236789 10.10 February 28, 2020 10.13*+ Non-Employee Director Compensation Policy 10.14†+ Offer Letter by and between Craig F. Courtemanche and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.11 May 6, 2021 10.15†+ Offer Letter by and between Dennis Lyandres and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.12 May 6, 2021 10.16†+ Offer Letter by and between Paul Lyandres and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.13 May 6, 2021 105 10.1 7 †+ Offer Letter by and between Benjamin Singer and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.14 May 6, 2021 10.18†+ Offer Letter by and between Sam Crigman and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.15 May 6, 2021 10.19†+ Offer Letter by and between Patricia Wadors and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.16 May 6, 2021 10.20†+ Form of Executive Severance Agreement between the Registrant and each of its executive officers S-1/A 333-236789 10.17 May 6, 2021 21.1* List of subsidiaries of the Registrant 23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm 24.1* Power of Attorney (included on signature page) 31.1* Section 302 Certification of Principal Executive Officer 31.2* Section 302 Certification of Principal Financial Officer 32.1*# Section 906 Certification of Principal Executive Officer 32.2*# Section 906 Certification of Principal Financial Officer 101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith. † Previously filed. + Indicates management contract or compensatory plan. # The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, irrespective of any general incorporation language contained in any such filing. Item 16. Form 10-K Summary. None. 106 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Procore Technologies, Inc. Date: March 4, 2022 By: /s/ Craig F. Courtemache, Jr. Craig F. Courtemanche, Jr. President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Craig F. Courtemanche, Jr. and Paul Lyandres, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated. Signature Title Date /s/ Craig F. Courtemanche, Jr. Craig F. Courtemanche, Jr. President, Chief Executive Officer, and Director (Principal Executive Officer) March 4, 2022 /s/ Paul Lyandres Paul Lyandres Chief Financial Officer and Treasurer (Principal Financial Officer) March 4, 2022 /s/ William F. Fleming, Jr. William F. Fleming, Jr. Senior Vice President, Corporate Controller (Principal Accounting Officer) March 4, 2022 /s/ Nanci Caldwell Nanci Caldwell Director March 4, 2022 /s/ Erin Chapple Erin Chapple Director March 4, 2022 /s/ Brian Feinstein Director March 4, 2022 Brian Feinstein /s/ William Griffith William Griffith Director March 4, 2022 /s/ Kevin J. O’Connor Kevin J. O’Connor Director March 4, 2022 /s/ Graham Smith Director March 4, 2022 Graham Smith /s/ Elisa A. Steele Elisa A. Steele Director March 4, 2022 /s/ Kathryn Bueker Director March 4, 2022 Kathryn Bueker 107