What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-26 · 318 added, 206 removed, 967 unchanged (35% of the section changed)

5 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Procore Technologies, Inc.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, of redeemable convertible preferred stock and stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

44 unchanged sentences

Cash and cash equivalents $ 480,684 $ 437,722

Marketable securities (amortized cost of $ 337,253 and $ 320,166 at December 31, 2024 and 2023, respectively)

Marketable securities (amortized cost of $ 287,337 and $ 337,253 at December 31, 2025 and December 31, 2024, respectively)

287,802 337,673

Accounts receivable, net of allowance for credit losses of $ 6,109 and $ 4,791 at December 31, 2024 and 2023, respectively

Accounts receivable, net of allowance for credit losses of $ 4,654 and $ 6,109 at December 31, 2025 and December 31, 2024, respectively

287,805 246,472

2 unchanged sentences

Total current assets 1,166,832 1,099,879

Marketable securities, non-current (amortized cost of $ 46,042 and $ 0 at December 31, 2024 and 2023, respectively)

Marketable securities, non-current (amortized cost of $ 42,529 and $ 46,042 at December 31, 2025 and December 31, 2024, respectively)

42,529 46,042

Capitalized software development costs, net 142,228 112,321

21 unchanged sentences

Stockholders’ equity

Preferred stock, $ 0.0001 par value, 100,000,000 shares authorized at December 31, 2024 and 2023;

0 shares issued and outstanding at December 31, 2024 and 2023.

Common stock, $ 0.0001 par value, 1,000,000,000 shares authorized at December 31, 2024 and 2023;

149,853,135 and 144,806,464 shares issued and outstanding at December 31, 2024 and 2023, respectively.

Preferred stock, $ 0.0001 par value, 100,000,000 shares authorized at December 31, 2025 and December 31, 2024;

0 shares issued and outstanding at December 31, 2025 and December 31, 2024.

Common stock, $ 0.0001 par value, 1,000,000,000 shares authorized at December 31, 2025 and December 31, 2024;

151,708,564 and 149,853,135 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively.

Additional paid-in capital 2,609,093 2,535,868

20 unchanged sentences

Accretion income, net 8,265 13,583 9,794

Other expense, net ( 3,136 ) ( 360 ) ( 1,737 )

Other income (expense), net 2,309 ( 3,136 ) ( 360 )

Loss before provision for income taxes ( 93,981 ) ( 104,181 ) ( 188,421 )

6 unchanged sentences

Unrealized income (loss) on available-for-sale debt and marketable securities, net of tax 45 425 504

Total other comprehensive (loss) income ( 1,362 ) 941 ( 1,733 )

Total other comprehensive income (loss) 1,467 ( 1,362 ) 941

Comprehensive loss $ ( 99,316 ) $ ( 107,318 ) $ ( 188,753 )

1 unchanged sentence

Procore Technologies, Inc.

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

Common Stock Additional

10 unchanged sentences

Issuance of common stock for employee stock purchase plan 575,928 — 25,400 — — 25,400

Adjustment of holdback shares released for business combination ( 605 ) — — — — —

Other comprehensive loss — — — ( 1,733 ) — ( 1,733 )

Other comprehensive income — — — 941 — 941

Net loss — — — — ( 189,694 ) ( 189,694 )

4 unchanged sentences

Issuance of common stock for employee stock purchase plan 465,698 — 24,069 — — 24,069

Other comprehensive income — — — 941 — 941

Other comprehensive loss — — — ( 1,362 ) — ( 1,362 )

Net loss — — — — ( 105,956 ) ( 105,956 )

4 unchanged sentences

Issuance of common stock for employee stock purchase plan 447,537 — 26,332 — — 26,332

Shares withhold related to net share settlement of equity awards ( 1,284,051 ) — ( 94,119 ) — — ( 94,119 )

Repurchase and retirement of common stock, including transaction costs and excise tax ( 1,903,854 ) — ( 128,839 ) — — ( 128,839 )

Other comprehensive loss — — — 1,467 — 1,467

14 unchanged sentences

Noncash operating lease expense 5,839 11,102 13,092

Unrealized foreign currency loss (gain), net 2,304 ( 524 ) ( 351 )

Unrealized foreign currency (gain) loss, net ( 1,862 ) 2,304 ( 524 )

Deferred income taxes ( 6,820 ) ( 881 ) ( 769 )

Provision for credit losses 591 8,052 2,584

(Benefit from) provision for credit losses ( 514 ) 591 8,052

(Increase) decrease in fair value of strategic investments ( 124 ) ( 454 ) 287

17 unchanged sentences

Customer repayments of materials financing — 1,605 26,242

Asset acquisitions, net of cash acquired ( 3,792 ) ( 7,825 ) —

Acquisition of businesses, net of cash acquired ( 41,515 ) ( 25,945 ) —

Settlement of post-close working capital adjustments from business combinations — — 1,291

Asset acquisitions, net of cash acquired ( 3,533 ) ( 3,792 ) ( 7,825 )

Net cash used in investing activities $ ( 70,499 ) $ ( 150,109 ) $ ( 76,061 )

7 unchanged sentences

Proceeds from employee stock purchase plan 26,332 24,069 25,400

Payments of deferred offering costs — — ( 270 )

Repurchases of common stock ( 128,838 ) — —

Payment of tax withholding for net share settlement ( 94,120 ) — —

Payment of deferred business combination consideration — ( 1,470 ) —

1 unchanged sentence

Principal payments under finance lease agreements, net of proceeds from lease incentives ( 1,636 ) ( 2,019 ) ( 1,853 )

Net cash provided by financing activities 36,236 41,165 38,652

Net increase (decrease) in cash, cash equivalents and restricted cash 82,299 57,119 ( 289,216 )

Net increase in funds held for customers 8,951 — —

Net cash (used in) provided by financing activities ( 178,902 ) 36,236 41,165

Net increase in cash, cash equivalents and restricted cash 50,869 82,299 57,119

Effect of exchange rate changes on cash 1,655 ( 2,367 ) 855

1 unchanged sentence

Cash, cash equivalents and restricted cash, end of period $ 490,246 $ 437,722 $ 357,790

The accompanying notes are an integral part of these consolidated financial statements.

Procore Technologies, Inc.

Consolidated Statements of Cash Flows (Continued)

Year Ended December 31,

(in thousands) 2025 2024 2023

Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets

Cash and cash equivalents at end of period $ 480,684 $ 437,722 $ 357,790

Restricted cash, non-current at end of period included in other assets — — 3,104

Restricted cash included in prepaid expenses and other current assets at end of period 611 — —

Restricted cash for funds held for customers included in prepaid expenses and other current assets at end of period 8,951 — —

Total cash, cash equivalents and restricted cash at end of period shown in the consolidated statements of cash flows $ 490,246 $ 437,722 $ 357,790

1 unchanged sentence

Cash paid for interest other than finance leases $ 39 $ 25 $ 4

Cash paid for income taxes, net of refunds received 2,674 859 700

Stock-based compensation capitalized for cloud-computing arrangement costs 233 104 296

10 unchanged sentences

Conversion of available-for-sale debt securities into equity securities — 350 —

Right of use assets obtained in exchange for financing lease liabilities ( 10,305 ) — —

Right of use assets obtained in exchange for operating lease liabilities 12,954 ( 3,875 ) 15,385

30 unchanged sentences

The CODM uses consolidated revenue, expenses, and assets in deciding whether to invest into various parts of the Company, such as managing budget and acquisitions.

The measure of segment profit is income from operations.

The CODM uses income from operations to assess financial performance and allocate resources.

Procore Technologies, Inc.

12 unchanged sentences

Accounts receivable are recorded at the invoiced amounts, do not require collateral or bear interest, and mainly result from subscriptions to access the Company’s software products.

The Company regularly assesses the need for allowances for expected losses from these accounts receivable.

The Company regularly assesses the need for allowances for expected credit losses from these accounts receivable.

Each reporting period, the Company evaluates the collectability of its accounts receivable based on a number of factors such as the age of the receivables, credit quality, historical experience, and current and future economic conditions that may affect a customer’s ability to pay.

2 unchanged sentences

No single customer accounted for 10 % or more of total revenue for the years ended December 31, 2025, 2024, and 2023.

The Company also had receivables related to its materials financing program that financed customers’ purchases of construction materials on deferred payment terms.

The related allowance recorded on the Company’s materials financing receivables was primarily based on expectations of credit losses based on a number of factors, such as the age of the receivables, historical loss data, and macroeconomic conditions that may affect a customer’s ability to pay.

The Company ceased originations under its materials financing program in October 2023.

Funds held for customers

Funds held for customers consist of customer cash deposits held by Procore Payment Services, Inc.

("Procore Payment Services"), a subsidiary of the Company, in connection with its money transmission activities.

Procore Payment Services provides money transmission services between general contractors and subcontractors by collecting funds from the general contractors for payments to be remitted to their subcontractors via the Company’s Procore Pay payment solution.

These funds are deposited into the Company’s bank accounts, where the Company acts as the custodian of the funds while processing payments to subcontractors.

Such funds are restricted for the purpose of satisfying general contractors’ fund obligations and are not available for general business use by the Company.

As of December 31, 2025, the Company held $ 9.0 million in customer funds, which are reported in prepaid expenses and other current assets, with a corresponding liability recorded in other current liabilities on the consolidated balance sheets.

There were no funds held for customers as of December 31, 2024.

Cash, cash equivalents, and restricted cash

1 unchanged sentence

Cash includes cash held in checking and savings accounts.

As of December 31, 2024 and 2023, cash equivalents comprised money market funds that were recorded at fair value which approximates amortized cost.

From time to time, the Company may post cash collateral to satisfy certain contractual arrangements that arise in the normal course of business and that is contractually restricted as to use.

The Company held no restricted cash as of December 31, 2024 or 2023.

As of December 31, 2025 and 2024, cash equivalents were comprised of money market funds and highly liquid marketable securities with original maturities of three months or less that were recorded at fair value, which approximates amortized cost.

Restricted cash consists of (i) funds held for customers relating to Procore Payment Services and (ii) cash collateral required by a bank for the Company’s corporate credit card program.

As of December 31, 2025,

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

restricted cash consisted of $ 9.0 million in funds held for customers and $ 0.6 million in restricted cash relating to corporate credit cards.

The Company records restricted cash in prepaid expenses and other current assets or in other assets in the accompanying consolidated balance sheets, depending on the term of restriction set in the underlying agreement.

As of December 31, 2024, the Company held no restricted cash.

Marketable securities

1 unchanged sentence

All marketable securities held as of December 31, 2025 and 2024 are classified as available-for-sale debt securities, which are recorded at fair value.

The Company's marketable securities are classified as either short-term or long-term in the accompanying consolidated balance sheets based on the security's

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

contractual maturity at the balance sheet date.

The Company’s marketable securities are classified as either short-term or long-term in the accompanying consolidated balance sheets based on the security’s contractual maturity at the balance sheet date.

The Company re-evaluates such classification at each balance sheet date.

3 unchanged sentences

Foreign currency transactions and translation

The functional currency of the Company’s foreign subsidiaries in Australia, Canada, and England is the local currency of such countries, and the functional currency of the Company’s subsidiaries in Mexico, Egypt, Singapore, United Arab Emirates, France, Ireland, Germany, India, Czech Republic, and Costa Rica is U.S.

The functional currency of the Company’s foreign subsidiaries in Australia, Canada, and England is the local currency of such countries, and the functional currency of the Company’s subsidiaries in Egypt, Norway, United Arab Emirates, Ireland, India, Czech Republic, and Costa Rica is U.S.

For foreign subsidiaries where the functional currency is the local currency of such countries, assets and liabilities are translated into U.S.

9 unchanged sentences

Leasehold improvements Lesser of 15 years or lease term

Building improvements Lesser of 20 years or lease term

Furniture and fixtures 5 years

1 unchanged sentence

Purchased software Contractual term

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The Company determines an arrangement is a lease at inception if it is both able to identify an asset and conclude it has the right to control the identified asset.

5 unchanged sentences

The Company estimates the likelihood that it will incur and be reimbursed for such costs at the commencement of the lease and reduce the ROU liability for the discounted future cash receipt, with a corresponding offset to the ROU asset.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

ROU assets represent the Company’s right to control an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

20 unchanged sentences

If an impairment exists, a loss is recognized in the accompanying consolidated statements of operations and comprehensive loss for the amount by which the carrying value exceeds the fair value of the investment.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Investments in limited partnership funds

7 unchanged sentences

If the impairment is deemed other-than-temporary, the portion of the impairment related to credit losses is recognized in other expense, net in the accompanying consolidated statements of operations and comprehensive loss, and the portion related to non-credit related losses is recognized as a component of comprehensive loss.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Business combinations

17 unchanged sentences

Although the Company believes the assumptions and estimates it has made are reasonable and appropriate, they are based in part on historical experience and information that may be obtained from management of the acquired company and are inherently uncertain.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Intangible assets and goodwill

All of the Company’s finite-lived intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from three to 10 years.

All of the Company’s finite-lived intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from two to 10 years.

The Company evaluates the recoverability of its finite-lived intangible assets periodically by considering events or changes in circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

The Company has an in-process research and development (“IPR&D”) intangible asset, which is considered indefinite-lived and is assessed annually for impairment.

Upon completion of the project, the IPR&D intangible asset will be considered a finite-lived intangible asset and amortized over its estimated useful life.

If the project were to be abandoned, the IPR&D would be considered fully impaired and recognized in research and development expenses within the accompanying consolidated statements of operations and comprehensive loss.

The Company’s in-process research and development (“IPR&D”) intangible asset, which was acquired in 2023, was considered indefinite-lived and assessed annually for impairment.

During the year ended December 31, 2025, the Company completed the development of the IPR&D intangible asset and reclassified it as a finite-lived intangible asset, which started to be amortized over its estimated useful life of two years .

Goodwill is tested for impairment at the reporting unit level (i.e., the operating segment or one level below an operating segment).

The Company has one reporting unit and tests goodwill impairment on an annual basis during the fourth quarter of the Company’s fiscal year, and between annual tests if an event occurs or circumstances change that indicate that goodwill may be impaired.

In assessing impairment, the Company has the option to first assess qualitative factors to determine whether or not a reporting unit is more likely than not

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

In assessing impairment, the Company has the option to first assess qualitative factors to determine whether or not a reporting unit is more likely than not impaired.

Alternatively, the Company may perform a quantitative impairment assessment or if the qualitative assessment indicates that it is more likely than not that the reporting unit’s fair value is less than its carrying amount, a quantitative analysis is required.

18 unchanged sentences

Capitalized amounts are included in prepaid expenses and other current assets and other assets on the accompanying consolidated balance sheets.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Fair value measurements

5 unchanged sentences

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2025 and 2024, the carrying value of the Company’s financial instruments included in current assets and current liabilities (including accounts receivable, accounts payable, and accrued expenses) approximate fair value due to the short-term nature of such items.

4 unchanged sentences

The Company’s investments in limited partnerships are valued using NAV as a practical expedient and therefore excluded from the fair value hierarchy.

I mpairment and abandonment of long-lived assets

Impairment and abandonment of long-lived assets

The Company evaluates long-lived assets, including finite-lived intangible assets, property and equipment, leases, capitalized software development costs, and cloud computing arrangements, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.

3 unchanged sentences

Assets to be abandoned with no remaining future service potential are written down to amounts expected to be recovered.

Materials financing revenues and receivables

In connection with its acquisition of Express Lien, Inc.

(d/b/a Levelset) (“Levelset”), in November 2021, the Company assumed a materials financing program to help facilitate the purchase of construction materials from fulfillment partners (the Company’s suppliers) on behalf of its customers, allowing such customers to finance their materials purchases from the Company on deferred payment terms.

Prior to the Company ceasing originations under its materials financing program in October 2023, the fulfillment partner was primarily responsible for fulfilling the materials purchases and the Company did not have control over such materials.

The Company earned revenues from origination fees and finance charges on the amounts it financed for customers on deferred payment terms, which were typically 120 days.

Such fees earned were computed and recognized based on the effective interest method and are presented net of any related reserves and amortization of deferred origination costs.

During the year ended December 31, 2024, credit losses incurred in connection with the Company's materials financing program were immaterial .

During the year ended December 31, 2023, the Company incurred credit losses of $ 8.1 million in connection with its materials financing program, which are recorded in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.

As of December 31, 2024, there were no gross receivables outstanding from customers or allowance for credit losses related to the materials financing program.

As of December 31, 2023, gross receivables under the materials financing program were $ 5.7 million, and the related allowance for expected credit losses was $ 3.8 million.

Materials financing receivables, net of allowances, are recorded within prepaid expenses and other current assets on the accompanying consolidated balance sheets.

Revenue recognition

1 unchanged sentence

The software products are hosted on its cloud-based SaaS construction management platform.

Subscriptions are sold for a fixed fee and revenue is recognized ratably over the term of

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

the subscription.

Subscriptions are sold for a fixed fee and revenue is recognized ratably over the term of the subscription.

The Company’s subscription agreements generally have annual or multi-year terms, are typically subject to renewal at the end of the subscription term, are generally non-cancelable, and do not provide for refunds to customers or any other right of return.

2 unchanged sentences

Consequently, a portion of the revenue that is reported each period is attributable to the recognition of revenue previously deferred and related to subscriptions that the Company entered into during previous periods.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Subscription fees are generally due and payable upon receipt of invoice by the Company’s customers or within 30 days of the stated billing date.

21 unchanged sentences

The Company’s current RPO represents future revenue under existing contracts that is expected to be recognized as revenue in the next 12 months.

As of December 31, 2024, the aggregate amount of the transaction price allocated to RPO was $ 1.3 billion, of which the Company expects to recognize approximately $ 829.7 million, or 64 %, as revenue in the next 12 months and substantially all of the remaining $ 456.8 million between 12 and 36 months thereafter.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2025, the aggregate amount of the transaction price allocated to RPO was $ 1.6 billion, of which the Company expects to recognize approximately $ 1.0 billion, or 63 %, as revenue in the next 12 months and substantially all of the remaining $ 581.6 million between 12 and 36 months thereafter.

Assets recognized from the costs to obtain a contract with a customer

2 unchanged sentences

The Company has determined that sales commissions paid for new contracts, including certain incremental sales to existing customers, meet the requirements to be capitalized as contract acquisition costs.

The contract cost assets are deferred and then recognized in sales and marketing expense on a straight-line basis over the expected period of benefit, which the Company has determined to be four years .

The contract cost assets are deferred and then recognized in sales and marketing expense on a straight-line basis over the expected period of benefit, which

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

the Company has determined to be four years for new customer and expansion contracts and 21 months for renewal contracts.

Sales commissions and bonuses for renewal contracts are not considered commensurate with sales commissions for new contracts, and therefore, the expected period of benefit for costs capitalized for initial contracts extends beyond the term of the initial contract.

7 unchanged sentences

Amortization ( 46,933 ) ( 31,554 ) ( 28,038 )

Impairment — — —

Ending balance $ 134,388 $ 81,427 $ 73,282

Cost of revenue

Cost of revenue primarily consists of personnel-related compensation expenses for the Company’s customer support team, including salaries, benefits, stock-based compensation, payroll taxes, commissions, and bonuses.

Additionally, cost of revenue includes non-personnel-related expenses, such as third-party hosting costs, amortization of acquired technology intangible assets, amortization of capitalized software development costs related to the Company’s platform, software license fees, and allocated overhead.

Cost of revenue primarily consists of personnel-related compensation expenses for the Company’s customer support team, including salaries, stock-based compensation, benefits, payroll taxes, commissions, and bonuses.

Additionally, cost of revenue includes non-personnel-related expenses, such as third-party hosting costs, amortization of capitalized software development costs related to the Company’s platform, amortization of acquired technology intangible assets, software license fees, and allocated overhead.

Operating expenses

The Company’s operating expenses consist of sales and marketing, research and development, and general and administrative expenses.

For each of these categories of expense, personnel-related compensation expenses are the most significant component, which include salaries, stock-based compensation, commissions, benefits, payroll taxes, and bonuses.

Sales and marketing

1 unchanged sentence

Additionally, sales and marketing expenses include non-personnel-related expenses, such as advertising costs, marketing events, travel, trade shows, and other marketing activities;

amortization of acquired customer relationship intangible assets;

contractor costs to supplement the Company’s staff levels;

consulting services;

amortization of acquired customer relationship intangible assets;

and allocated overhead.

2 unchanged sentences

Research and development

Research and development expenses primarily consist of personnel-related compensation expenses for the Company’s engineering, product, and design teams.

Research and development expenses primarily consist of personnel-related compensation expenses for the Company’s engineering, product, and design teams, net of capitalized software development costs.

Additionally, research and development expenses include non-personnel-related expenses, such as contractor costs to supplement the Company’s staff levels;

computer software expenses;

consulting services;

amortization of certain acquired intangible assets used in research and development activities;

and allocated overhead.

General and administrative

General and administrative expenses primarily consist of personnel-related compensation expenses for the Company’s information technology, human resources, finance, executive, legal, and other administrative functions.

Additionally, general and administrative expenses include non-personnel-related expenses, such as professional fees for audit, legal, tax, and other external consulting services;

computer software expenses;

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

consulting services, amortization of certain acquired intangible assets used in research and development activities, and allocated overhead.

General and administrative

General and administrative expenses primarily consist of personnel-related compensation expenses for the Company’s information technology, human resources, finance, legal, executive, and other administrative functions.

Additionally, general and administrative expenses include non-personnel-related expenses, such as professional fees for audit, legal, tax, and other external consulting services, including acquisition-related transaction expenses;

costs associated with operating as a public company, including insurance costs, professional services, investor relations, and other compliance costs;

property and use taxes;

licenses, travel and entertainment costs;

travel and entertainment costs;

acquisition-related transaction expenses;

and allocated overhead.

1 unchanged sentence

The Company recognizes stock-based compensation cost equal to the grant date fair value of stock-based awards.

Stock-based awards include stock options, restricted stock units ("RSUs"), employee stock purchase plan (“ESPP”), performance-based restricted stock units (“PSUs”), and restricted stock awards (“RSAs”).

Stock-based awards include stock options, restricted stock units ("RSUs"), performance-based RSUs (“PSUs”), market-based PSUs ("MSUs"), employee stock purchase plan (“ESPP”), and restricted stock awards (“RSAs”).

The fair value of RSUs, PSUs, and RSAs is based on the estimated fair value of the Company’s common stock on the grant date.

The fair value of MSUs is estimated on the grant date using a Monte Carlo simulation.

The fair value of stock options and ESPP purchase rights is estimated on the grant date using the Black-Scholes option pricing model.

For awards that vest solely based on continued service, the grant date fair value is recognized as compensation expense on a straight-line basis over the requisite service period of the awards, which is generally four years .

For awards that contain both performance and service vesting conditions, the grant date fair value is recognized as compensation expense using a graded vesting attribution model.

For RSUs, which vest solely based on continued service, the grant date fair value is recognized as compensation expense on a straight-line basis over the requisite service period of the awards, which is generally four years .

For PSUs, which contain both performance and service vesting conditions, the grant date fair value is recognized as compensation expense using a graded vesting attribution model.

No expense is recognized for awards with performance conditions until that condition is probable of being met, therefore the portion of expense recognized in any period may fluctuate depending on changing estimates of the achievement of the performance conditions.

For MSUs, which contain both market and service vesting conditions, the grant date fair value is recognized as compensation expense using a graded vesting attribution model.

Forfeitures are recorded when they occur.

10 unchanged sentences

Accrued penalties and interest related to uncertain tax positions were not material to any period presented.

Recently adopted accounting pronouncements

Improvements to Income Tax Disclosure

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”).

The new amendment enhances transparency and usefulness of income tax disclosures by expanding disclosures in an entity’s income tax rate reconciliation table and income taxes paid.

ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted the guidance for the fiscal year beginning January

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Recently adopted accounting pronouncements

1, 2025 and implemented the disclosure requirements in fiscal year 2025 on a prospective basis.

There was no material impact on the Company’s consolidated financial statements upon adoption.

Improvements to Reportable Segment Disclosures

4 unchanged sentences

Upon adoption, public entities should apply the amendment retrospectively to all periods presented in the financial statements.

The Company adopted the guidance for the fiscal year beginning January 1, 2024, and will implement the interim disclosure requirements in fiscal year 2025.

The Company adopted the guidance for the fiscal year beginning January 1, 2024, and implemented the interim disclosure requirements in fiscal year 2025.

There was no impact on the Company’s consolidated financial statements upon adoption.

7 unchanged sentences

The Company is evaluating the impact of the adoption of ASU 2024-03 on its consolidated financial statements and disclosures.

Improvements to Income Tax Disclosure

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”).

The new amendment enhances transparency and usefulness of income tax disclosures by expanding disclosures in an entity’s income tax rate reconciliation table and income taxes paid.

ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is evaluating the impact of the adoption of ASU 2023-09 on its consolidated financial statements and disclosures.

Improvements to Accounting for Internal-Use Software

In September 2025, the FASB issued ASU No.

2025-06, Intangibles – Goodwill and Other – Internal-Use Software (“ASU 2025-06”).

The new amendment modernizes the accounting for software costs by changing the timing of when an entity is required to start capitalizing software projects and requiring entities to evaluate the uncertainties associated with software development activities.

ASU 2025-06 is effective for public business entities for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period.

The Company is evaluating the impact the adoption of ASU 2025-06 will have on its consolidated financial statements and disclosures.

Marketable securities

14 unchanged sentences

Corporate notes and obligations 237,965 339 ( 67 ) 238,237

Time deposits 4,525 — ( 1 ) 4,524

Total marketable securities $ 383,295 $ 500 $ ( 80 ) $ 383,715

3 unchanged sentences

Total marketable securities $ 330,331 $ 383,715

During the year ended December 31, 2025, there were maturities and sales of marketable securities of $ 409.2 million and $ 2.7 million, respectively.

During the year ended December 31, 2024, there were maturities of marketable securities of $ 440.5 million.

There were no sales of marketable securities during the year ended December 31, 2024.

During the year ended December 31, 2023, there were maturities of marketable securities of $ 372.2 million.

There were $ 5.5 million sales of marketable securities during the year ended December 31, 2023.

Realized losses on sales of marketable securities are recorded in other expense, net on the accompanying consolidated statements of operations and comprehensive loss.

1 unchanged sentence

There were no impairments of marketable securities in any period presented.

Between December 31, 2025 and February 24, 2026, the Company sold $ 105.4 million of marketable securities to fund its stock repurchase program, as discussed in Note 12.

Strategic investments

Strategic investment activity during the year ended December 31, 2025 is summarized as follows (in thousands):

Equity Securities Limited Partnerships Available-for-Sale Debt

Securities Total

Equity Securities Limited Partnerships Total

Balance as of December 31, 2024 $ 8,685 $ 5,669 $ 14,354

Interest accrued — — 6 6

Purchases of strategic investments — 2,151 2,151

Conversion of available-for-sale debt securities into equity securities 368 — ( 368 ) —

Unrealized gains (losses) — 593 593

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Purchases of strategic investments 498 1,869 — 2,367

Conversion of available-for-sale debt securities into equity securities 368 — ( 368 ) —

Unrealized gains (losses) 824 ( 186 ) — 638

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Money market funds $ 403,979 $ — $ 403,979

Corporate notes and obligations — 524 524

Marketable securities:

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December 31, 2024

Level 1 Level 2 Level 3 Total

Level 1 Level 2 Total

Cash equivalents:

Money market funds $ 384,648 $ — $ 384,648

Corporate notes and obligations — 524 524

Marketable securities:

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Corporate notes and obligations — 238,237 238,237

Time deposits — 4,524 — 4,524

Strategic investments:

Investments in available-for-sale debt securities

Total $ 511,693 $ 257,194 $ 768,887

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Leasehold improvements $ 53,598 $ 45,026

Building improvements 6,311 6,311

Furniture and fixtures 10,650 11,579

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Total $ 50,874 $ 28,328 $ 79,202

During the year ended December 31, 2024, the Company modified its office leases in Austin, Texas to extend the lease terms and adjust the rent obligations, which resulted in an increase of $ 10.7 million in future rent commitments from the modification date through 2036.

In February 2025, the Company further modified its office leases in Austin, Texas to expand the leased premises and extend the lease terms, which resulted in an additional $ 22.0 million in future rent commitments, net of tenant improvement reimbursement, starting in 2025.

Total operating lease commencements and modifications during the period resulted in net decreases to right of use assets–operating leases and corresponding operating lease liabilities on the accompanying consolidated balance sheets of $ 4.0 million and $ 4.3 million, respectively, which primarily relate to the modified lease in

During the year ended December 31, 2025, the Company modified one of its office leases in Carpinteria, California to reduce the leased premises and waive the intent to exercise a 10-year renewal option, resulting in a reclassification from a financing lease to an operating lease.

In addition, the Company modified its office leases in Austin, Texas to adjust the rent obligations, expand the leased premises, and extend the lease terms, which resulted in an increase of $ 39.5 million in future rent commitments, net of tenant improvement reimbursement, from 2025 through 2038.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

These decreases to the asset and liability were primarily due to higher discount rates in 2024 as compared to the original lease commencement periods, and tenant improvement allowances.

As of December 31, 2025, operating lease payments for leases greater than one month, but less than 12 months in duration were not significant.

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BUSINESS COMBINATIONS

On January 28, 2025, the Company completed the acquisition of all outstanding equity of Novorender AS (“Novorender”), a Norway-based leader in advanced building information modeling rendering technology, to enhance Procore’s capabilities for large-scale construction projects.

The purchase price was $ 44.3 million in total cash consideration.

Of the consideration transferred, $ 43.2 million was considered purchase consideration.

$ 1.1 million of the cash consideration relates to the acceleration of options vesting for certain Novorender option holders, and was excluded from purchase consideration and recorded to compensation expense in the accompanying consolidated statements of operations and comprehensive loss on the acquisition date.

On the acquisition date, $ 5.0 million in cash was placed in an escrow account held by a third-party escrow agent for potential breaches of representations, warranties, and covenants, and satisfaction of indemnity obligations and is scheduled to be released from escrow to Novorender’s stockholders 24 months after the acquisition date (subject to any indemnification claims).

The purchase consideration was allocated to the following assets and liabilities at the acquisition date (in thousands):

Fair Value Useful Life

Assets acquired

Cash and cash equivalents $ 1,931

Accounts receivable 272

Prepaid expenses and other current assets 379

Other non-current assets 2

Developed technology intangible asset 19,100 7 years

Customer relationships intangible asset 4,900 10 years

Goodwill 23,706

Total assets acquired $ 50,290

Liabilities assumed

Accounts payable ( 250 )

Deferred revenue, current ( 590 )

Other current liabilities ( 214 )

Accrued expenses ( 1,687 )

Net deferred tax liabilities ( 4,366 )

Total liabilities assumed $ ( 7,107 )

Net assets acquired $ 43,183

During the year ended December 31, 2025, the Company recorded a measurement period adjustment which did not have a material impact on goodwill.

The purchase price accounting for this acquisition is final.

Developed technology intangible asset represents the fair value of Novorender’s technology, which was valued considering both the cost to rebuild and relief from royalty methods.

Key assumptions under the cost to rebuild method include the estimated level of effort and related costs of reproducing or replacing the acquired technology.

Key assumptions under the relief from royalty method include forecasted revenue to be generated from the developed technology, an estimated royalty rate applicable to the technology, and a discount rate.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Developed technology is amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the technology are consumed, over its estimated useful life of seven years .

The amortization expense is recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss.

Customer relationships represent the fair value of the underlying relationships with Novorender’s existing customers, which were valued using the excess earnings method.

Key assumptions under the excess earnings method include estimated future revenues, costs, cash flows, and a discount rate.

The customer relationship intangible asset is amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the customer relationships are consumed, over its estimated useful life of 10 years.

The amortization expense is recorded in sales and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss.

The $ 23.7 million goodwill balance is primarily attributable to synergies and expanded market opportunities that are expected to be achieved from the integration of Novorender with the Company’s offerings and assembled workforce.

Goodwill is not deductible for income tax purposes.

The Company issued 55,956 RSUs at a grant date fair value of $ 76.30 per share in order to retain certain employees of Novorender.

The total grant date fair value of the RSUs was excluded from purchase consideration and is recognized as post-combination expense.

See Note 12 to these consolidated financial statements for details on how the Company expenses stock-based compensation.

To retain certain Novorender employees, the Company held back $ 6.7 million of the cash purchase price, which will vest based on continued employment over a two-year period.

$ 1.9 million was paid in January 2026, and the remaining $ 4.8 million will be paid 24 months after the acquisition date.

The cash holdback amount is excluded from the purchase consideration and will be recorded as post-combination compensation expense over the service period on a straight-line basis.

The Company has not separately presented pro forma results reflecting the acquisition of Novorender or revenue and operating losses of Novorender for the period from the acquisition date through December 31, 2025, as the impacts were not material to the consolidated financial statements.

The acquisition-related transaction costs were not material and were expensed as incurred in the accompanying consolidated statements of operations and comprehensive loss.

On May 30, 2024, the Company completed the acquisition of all outstanding equity of Intelliwave Technologies Inc.

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The purpose of this acquisition was to accelerate development of the Company’s Resource Management solution.

On the acquisition date, $ 4.3 million in cash was placed in an escrow account held by a third-party escrow agent for potential breaches of representations, warranties, and indemnities.

$ 3.8 million of the escrow amount was included in the purchase consideration and is scheduled to be released from escrow to Intelliwave stockholders 18 months after the acquisition date (subject to any indemnification claims).

The remaining $ 0.5 million of the escrow amount was released in February 2025.

On the acquisition date, $ 4.3 million in cash was placed in an escrow account held by a third-party escrow agent for potential breaches of representations, warranties, and covenants, and satisfaction of indemnity obligations.

$ 3.8 million of the escrow amount was included in the purchase consideration and was released from escrow to Intelliwave stockholders in December 2025.

The other $ 0.5 million of the escrow amount was released in February 2025.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The preliminary purchase consideration was allocated to the following assets and liabilities at the acquisition date (in thousands):

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Net assets acquired $ 29,799

The measurement period for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes available, but does not exceed 12 months.

The purchase price allocation is subject to future adjustments.

During the year ended December 31, 2024, the Company recorded a measurement period adjustment which did not have a material impact on goodwill.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The purchase price accounting for this acquisition is final.

Developed technology intangible asset represents the fair value of Intelliwave’s technology, which was valued considering both the cost to rebuild and relief from royalty methods.

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Key assumptions under the excess earnings method include estimated future revenues, costs, cash flows, and a discount rate.

The amortization expense is recorded in sales and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss.

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The Company issued 65,269 PSUs and 67,807 RSUs at a grant date fair value of $ 68.96 per share in order to retain certain employees of Intelliwave.

The PSUs issued to Intelliwave employees will vest upon the achievement of certain integration milestones.

The PSUs issued to Intelliwave employees were scheduled to vest upon the achievement of certain integration milestones.

The total grant date fair value of the PSUs and RSUs was excluded from purchase consideration and is recognized as post-combination expense.

See Note 10 to these consolidated financial statements for details on how the Company expenses stock-based compensation.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

to these consolidated financial statements for details on how the Company expenses stock-based compensation.

The Company has not separately presented pro forma results reflecting the acquisition of Intelliwave or revenue and operating losses of Intelliwave for the period from the acquisition date through December 31, 2024, as the impacts were not material to the consolidated financial statements.

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Intangible assets

During the year ended December 31, 2025, the Company completed the acquisition of Novorender, which was accounted for as a business combination, as described in Note 7 above.

The Company also completed an asset acquisition for $ 4.9 million.

The acquired developed technology intangible asset has an estimated useful life of four years , and the amortization expense is recorded in cost of revenue on the accompanying consolidated statements of operations and comprehensive loss.

During the year ended December 31, 2024, the Company completed the acquisition of Intelliwave, which was accounted for as a business combination, as described in Note 7 above.

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During the year ended December 31, 2023, the Company completed the acquisition of all outstanding equity of Unearth Technologies Inc.

for $ 9.2 million.

The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the gross assets acquired were concentrated in a single identifiable asset.

The acquired developed technology intangible asset has an estimated useful life of five years , and the amortization expense is recorded in cost of revenue on the accompanying consolidated statements of operations and comprehensive loss.

The Company also acquired a $ 2.8 million IPR&D intangible asset, which was capitalized as an indefinite-lived intangible asset and recorded in intangible assets within the accompanying consolidated balance sheet.

No impairments of IPR&D were recorded during the years ended December 31, 2024 or 2023.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

No impairments of IPR&D were recorded during any period presented.

The Company’s finite-lived and indefinite-lived intangible assets are summarized as follows (dollars in thousands):

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$ 288,413 $ ( 183,049 ) $ 105,364 4.3

In-process research and development 2,848 2,848

Total intangible assets $ 259,845 $ ( 138,899 ) 120,946

December 31, 2024

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Total intangible assets $ 259,845 $ ( 138,899 ) $ 120,946

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The Company’s in-process research and development (“IPR&D”) intangible asset, which was acquired in 2023, was considered indefinite-lived and assessed annually for impairment.

The Company estimates that there is no significant residual value related to its finite-lived intangible assets.

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$ 44,150 $ 40,794 $ 37,578

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The following table outlines the estimated future amortization expense related to finite-lived intangible assets (in thousands):

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There was no impairment of goodwill during any period presented.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

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$ 142,228 $ 112,321

(1) December 31, 2024 and 2023, the above balances include $ 9.7 million and $ 12.5 million, respectively, of capitalized software costs developed by the Company for internal use.

(1) As of December 31, 2025 and 2024, the above balances include $ 5.5 million and $ 9.7 million, respectively, of capitalized software costs developed by the Company for internal use.

Amortization of capitalized software related to the Company’s SaaS platform was $ 48.8 million, $ 29.3 million, and $ 17.6 million for the years ended December 31, 2025, 2024, and 2023, respectively, and is recorded in cost of revenue within the accompanying consolidated statements of operations and comprehensive loss.

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During 2025, 2024, and 2023, the Company recorded expense for certain software development costs of $ 0.8 million, $ 0.4 million, and $ 0.4 million, respectively, within research and development expense in the accompanying consolidated statements of operations and comprehensive loss, relating to development projects the Company decided to abandon prior to completion.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The estimated amortization is comprised of (i) amortization of completed software and (ii) the expected amortization for software that is not yet complete based on its estimated economic lives and projected completion dates.

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Total accrued expenses $ 130,280 $ 88,740

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

COMMITMENTS AND CONTINGENCIES

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However, the Company is not aware of any currently pending legal matters or claims that could have a material adverse effect on its financial position, results of operations, or cash flows should such litigation be resolved unfavorably.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Indemnifications

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of its breach of such agreements, breaches of confidentiality or data protection requirements, services to be provided by the Company, or from intellectual property infringement claims made by third parties.

Indemnification

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, and officers with respect to certain matters, including losses arising out of its breach of such agreements, breaches of confidentiality or data protection requirements, services to be provided by the Company, or from intellectual property infringement claims made by third parties.

These indemnification provisions may survive termination of the underlying agreement, and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses or be covered by the Company’s insurance programs.

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To date, the Company has not accrued a liability for these guarantees because the likelihood of incurring a payment obligation, if any, in connection with these guarantees is not probable or reasonably estimable.

STOCK-BASED COMPENSATION

STOCKHOLDERS’ EQUITY

2021 Equity Incentive Plan

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No stock options have been issued under the 2021 Plan.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Stock options

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Exercised ( 1,087,885 ) 10.86

Canceled/Forfeited ( 753 ) 19.18

Outstanding at December 31, 2025 2,064,273 13.05 2.4 125,345

Exercisable at December 31, 2025 2,064,273 $ 13.05 2.4 $ 125,345

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 was $ 65.4 million, $ 67.6 million, and $ 66.7 million, respectively.

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As of December 31, 2025, the total unrecognized stock-based compensation cost for all RSUs outstanding at that date was $ 397.9 million, which is expected to be recognized over a weighted-average vesting period of 2.6 years.

Performance-based restricted stock units

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Performance and market-based restricted stock units

In 2022, the Company began granting PSUs to certain non-executive employees with vesting terms based on the achievement of certain operating performance goals.

In March 2024, the Company granted its CEO an aggregate target number of 46,986 PSUs (the “CEO PSUs”) that would vest (if at all) over a three-year period, subject to the achievement of certain financial performance goals and continued service through the applicable vesting date.

A target number of 35,239 CEO PSUs ( 75 % of the CEO PSUs) was eligible to vest based on the attainment level of a revenue performance goal for fiscal year 2024, which was set at the beginning of fiscal year 2024, with a payout range of 0 % to 200 % of target.

A target number of 11,747 CEO PSUs ( 25 % of the CEO PSUs) was eligible to vest based on the attainment of a non-GAAP operating margin performance goal for fiscal year 2024, which was set at the beginning of fiscal year 2024, with a payout range of 0 % to 150 % of target.

In September 2025, the Company granted Dr.

Gopal, the Company’s President and CEO, and former CEO Designate, an aggregate target number of 409,283 MSUs (the “2025 CEO MSUs”).

The 2025 CEO MSUs are subject to a market condition and will vest based on the Company’s total shareholder return (“TSR”) performance relative to the TSR of the other companies that comprise the S&P Completion Index (CI) Information Technology (the “Index”), subject to Dr.

Gopal’s continued service through the applicable vesting date, as described in more detail below.

A percentage of the 2025 CEO MSUs ranging from 0 % to 50 % may become eligible to vest (such portion that actually becomes eligible to vest, as determined by the Board or an authorized committee thereof, the “Eligible Tranche 1 MSUs”) based on the applicable percentile ranking of the TSR of the Company’s common stock, as measured over the three-year period beginning on (and including) September 22, 2025 (the “Initial Start Date”), relative to the TSR of the other companies that comprise the Index, measured over the same three-year period.

In addition, a percentage of the 2025 CEO MSUs ranging from 0 % to 200 %, less any Eligible Tranche 1 MSUs, may become eligible to vest (such portion that actually becomes eligible to vest, as determined by the Board or an authorized committee thereof, the “Eligible Tranche 2 MSUs”), based on the percentile ranking of the TSR of the Company’s common stock, as measured over the four-year period beginning on (and including) the Initial Start Date, relative to the TSR of the other companies that comprise the Index over the same four-year period.

In the event where the Company’s absolute TSR is negative over the four-year performance period, the total payout will be capped at 100 % of the target award, regardless of the Company’s relative TSR performance.

The Eligible Tranche 1 MSUs and Eligible Tranche 2 MSUs, if any, will vest on the next quarterly company vesting date (each February 20, May 20, August 20, and November 20, each a “Company Vesting Date”) following the date that the number of Eligible Tranche 1 MSUs or Eligible Tranche 2 MSUs, as applicable, is certified by the Board or an authorized committee thereof, in each case, subject to Dr.

Gopal’s continuous service through the applicable Company Vesting Date.

The fair value of the 2025 CEO MSUs was determined using a Monte Carlo simulation valuation model on the date of grant, as described below.

The related stock-based compensation is recognized on a straight-line basis over the applicable vesting term of each respective tranche, with no changes for final projected payout of the awards.

If the required service period for the 2025 CEO MSUs is not completed, the award will be forfeited, and compensation expense will be adjusted.

We account for forfeitures as they occur.

The fair value of the 2025 CEO MSUs determined based on the Monte Carlo simulation is $ 47.5 million.

To determine the fair value of the 2025 CEO MSUs, the Company utilized a Monte Carlo simulation with the following assumptions:

Risk-free interest rate 3.56 % to 3.68 %

Expected term (in years) 3.0 to 4.0

Estimated dividend yield 0.00 %

Procore estimated weighted-average volatility 49.21 %

The term of the 2025 MSUs is the term of the award.

The Company estimates volatility for the 2025 CEO MSUs based on the historical volatility of its own common stock price.

The interest rate is derived from government bonds with a term equal to the longest simulation term.

The Company has not declared, nor does it expect to declare, dividends in the foreseeable future.

Consequently, an expected dividend yield of zero was utilized.

In March 2025, the Company granted its former CEO an aggregate target number of 93,438 PSUs (the “2025 CEO PSUs”) that would vest (if at all) over a three-year period, subject to the achievement of certain financial performance goals and continued service through the applicable vesting date.

A target number of 70,078 of the 2025 CEO PSUs ( 75 % of the 2025 CEO PSUs) was eligible to vest based on the attainment level of a revenue performance goal for fiscal year 2025, which was set near the beginning of fiscal year 2025, with a payout range of 0 % to 200 % of target.

A target number of 23,360 of the 2025 CEO PSUs ( 25 % of the 2025 CEO PSUs) was eligible to vest based on the attainment of a non-GAAP operating margin performance goal for fiscal

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

year 2025, which was set near the beginning of fiscal year 2025, with a payout range of 0 % to 150 % of target.

The actual number of 2025 CEO PSUs that became eligible to vest was determined based on the attainment level of the applicable performance goal, as certified by the Compensation Committee of the Board (the “Compensation Committee”).

As of December 31, 2025, both the revenue and non-GAAP operating margin goals were achieved, and the goals were certified in February 2026.

As a result, one-third of the 2025 CEO PSUs that became eligible to vest vested on February 20, 2026.

The remaining 2025 CEO PSUs that became eligible to vest will vest in substantially equal installments quarterly over the two years following February 20, 2026.

In March 2024, the Company granted its former CEO an aggregate target number of 46,986 PSUs (the “2024 CEO PSUs”) that would vest (if at all) over a three-year period, subject to the achievement of certain financial performance goals and continued service through the applicable vesting date.

A target number of 35,239 of the 2024 CEO PSUs ( 75 % of the 2024 CEO PSUs) were eligible to vest based on the attainment level of a revenue performance goal for fiscal year 2024, which was set at the beginning of fiscal year 2024, with a payout range of 0 % to 200 % of target.

A target number of 11,747 of the 2024 CEO PSUs ( 25 % of the 2024 CEO PSUs) were eligible to vest based on the attainment of a non-GAAP operating margin performance goal for fiscal year 2024, which was set at the beginning of fiscal year 2024, with a payout range of 0 % to 150 % of target.

The actual number of 2024 CEO PSUs that became eligible to vest was determined based on the attainment level of the applicable performance goal, as certified by the Compensation Committee of the Board.

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The remaining 2024 CEO PSUs that became eligible to vest will vest in substantially equal installments quarterly over the two years following February 20, 2025.

The Company recognizes compensation expense for PSUs in the period in which it becomes probable that the underlying performance target will be achieved.

Compensation expense for awards that contain

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

performance conditions is calculated using the graded vesting method and the portion of expense recognized in any period may fluctuate depending on changing estimates of the achievement of the performance conditions.

The Company recognizes compensation expense for PSUs that are not subject to a market condition in the period in which it becomes probable that the underlying performance target will be achieved.

Compensation expense for awards that contain performance conditions is calculated using the graded vesting method and the portion of expense recognized in any period may fluctuate depending on changing estimates of the achievement of the performance conditions.

The grant date fair value of PSUs granted during 2025, 2024, and 2023 was $ 59.6 million, $ 9.5 million, and $ 1.9 million, respectively.

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As of December 31, 2025, the total unrecognized stock-based compensation cost for all PSUs outstanding at that date was $ 47.2 million, which is expected to be recognized over a weighted-average vesting period of 2.5 years.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Restricted stock awards

In November 2021, the Company issued 199,670 RSAs to certain key employees in connection with the acquisition of Levelset that vest based on their continued service over a two-year period.

The fair value of the RSAs issued was $ 95.05 per share, which was the closing trading stock price of the Company’s common stock on the acquisition date.

These shares are released from restriction quarterly over a two-year period assuming the continued service of the employees.

As of December 31, 2023, all shares have vested.

As of December 31, 2022, 99,833 shares had vested.

During the years ended December 31, 2023 and 2022, the Company recognized stock-based compensation expense of $ 7.8 million and $ 9.5 million, respectively, relating to these shares.

In November 2021, the Company issued 199,670 RSAs to certain key employees in connection with the acquisition of Express Lien, Inc.

(d/b/a Levelset) that vest based on their continued service over a two-year period.

As of December 31, 2023, all shares had vested.

During the year ended December 31, 2023, the Company recognized stock-based compensation expense of $ 7.8 million relating to these shares.

Employee Stock Purchase Plan

In May 2021, the Board adopted, and the stockholders approved, the ESPP, which became effective immediately prior to the effective date of the Company’s IPO.

In May 2021, the Board adopted, and the stockholders approved, the 2021 Employee Stock Purchase Plan (the "ESPP"), which became effective immediately prior to the effective date of the Company’s IPO.

As of December 31, 2024, a total of 6,780,128 shares of common stock had been reserved for issuance under the ESPP.

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The ESPP provides for consecutive offering periods that will typically have a duration of 12 months in length and comprise two purchase periods of six months in length, subject to reset and rollover provisions.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The ESPP provides eligible employees with an opportunity to purchase shares of the Company’s common stock through payroll deductions of up to 15 % of their eligible compensation, subject to a maximum of $ 25,000 of stock per calendar year.

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Beginning in the fourth quarter of 2023, the Company estimates volatility for ESPP purchase rights based on the historical volatility of its own common stock price.

Prior to that, given the Company’s limited trading history, the Company estimated volatility using the historical volatilities of a group of public companies in a similar industry and stage of life cycle, selected by management, in addition to considering the Company’s own historical volatility, for a period commensurate with the term of the ESPP purchase rights.

The interest rate is derived from government bonds with a similar term to the ESPP purchase right granted.

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The fair value of the Company’s common stock used to value ESPP purchase rights is based on the trading price of its publicly traded common stock.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

Employee payroll contributions accrued in connection with the ESPP were $ 5.2 million and $ 5.4 million as of December 31, 2025 and 2024, respectively, and are included within accrued expenses in the accompanying consolidated balance sheets.

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As of December 31, 2025, unrecognized stock-based compensation expense related to the ESPP was $ 8.1 million, which is expected to be recognized over a weighted-average period of 0.6 years.

Stock repurchase program

In October 2024, the Board authorized a stock repurchase program to repurchase up to $ 300.0 million of the Company’s outstanding common stock.

The Company intends to opportunistically repurchase shares of its common stock from time to time through the open market, or other transactions in accordance with applicable securities laws, 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 Securities Exchange Act of 1934, as amended.

The Company may also, from time to time, enter

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

into Rule 10b5-1 trading plans to facilitate repurchases of its 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 the Company’s management within its authorization.

The stock repurchase program will be funded using the Company's working capital.

The stock repurchase program does not obligate the Company to acquire any particular number of shares of the Company’s common stock, or any shares at all.

The stock repurchase program expires on October 29, 2025, and may be suspended or discontinued at any time at the Company's discretion and without notice.

The Company did not repurchase any shares under its stock repurchase program during the year ended December 31, 2024.

Stock-based compensation

The Company recorded total stock-based compensation cost from stock options, RSUs, PSUs, ESPP, RSAs, and sales of stock by employees in excess of fair value as follows (in thousands):

The Company recorded total stock-based compensation cost from stock options, RSUs, PSUs, MSUs, ESPP, RSAs, and sales of stock by employees in excess of fair value as follows (in thousands):

Year Ended December 31,

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There were no net tax benefits recognized in the accompanying consolidated statements of operations and comprehensive loss for stock-based compensation arrangements for the years ended December 31, 2025, 2024, and 2023 due to the Company having a full valuation allowance against its deferred tax assets.

On November 10, 2025, the Company’s former CEO resigned, while maintaining his position as Chair of the Board.

In connection with the CEO’s resignation, the Company recognized incremental stock-based compensation expense related to the acceleration of the expense for his unvested RSUs and PSUs.

The former CEO’s awards will continue to vest over the remainder of each award’s service period while he remains in continuous service to the Company as Chair of the Board.

The acceleration of stock-based compensation expense was accounted for as a Type III modification under ASC 718.

The total stock-based compensation expense accelerated and recognized related to this accounting modification was $ 23.8 million during the year ended December 31, 2025.

Stock repurchase program

On November 3, 2025, the Board authorized a new stock repurchase program to repurchase up to $ 300.0 million of the Company’s outstanding common stock (the "2025 Stock Repurchase Program").

Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

The Company may also, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases of its common stock under this authorization.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

its authorization.

The 2025 Stock Repurchase Program will be funded using the Company’s working capital.

The 2025 Stock Repurchase Program does not obligate the Company to acquire any particular number of shares of the Company’s common stock, or any shares at all.

The 2025 Stock Repurchase Program expires on November 3, 2026, and may be suspended or discontinued at any time at the Company’s discretion and without notice.

In October 2024, the Board authorized a stock repurchase program to repurchase up to $ 300.0 million of the Company’s outstanding common stock (the "2024 Stock Repurchase Program").

The timing of stock repurchases and the actual number of shares repurchased depended on a variety of factors, including price, general business and market conditions, and alternative investment opportunities, and was subject to the discretion of the Company’s management within its authorization.

The 2024 Stock Repurchase Program was funded using the Company’s working capital.

The 2024 Stock Repurchase Program expired on October 29, 2025.

During the year ended December 31, 2025, the Company repurchased and retired a total of 1,903,854 shares of the Company’s common stock at a weighted average per share price of $ 67.67 for an aggregate amount of $ 128.8 million under the 2024 Stock Repurchase Program and the 2025 Stock Repurchase Program, which includes the transaction costs associated with the repurchases but excludes the 1% excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022.

Between December 31, 2025 and February 24, 2026, the Company repurchased and retired 1,765,560 shares of its common stock at a weighted average per share price of $ 56.66 for an aggregate amount of $ 100.0 million under the 2025 Stock Repurchase Program.

The domestic and foreign components of loss before provision for income taxes consisted of the following (in thousands):

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Total $ ( 93,981 ) $ ( 104,181 ) $ ( 188,421 )

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The provision for income taxes is comprised of the following (in thousands):

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Provision for income taxes $ 6,802 $ 1,775 $ 1,273

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The following table provides a reconciliation between income taxes computed at the U.S.

federal statutory rate and the Company’s provision for income taxes (in thousands):

federal statutory rate and the Company’s provision for income taxes (in thousands) after the adoption of ASU 2023-09:

Year ended December 31, 2025

Dollar Percent

US federal statutory tax rate $ ( 19,726 ) 21.0 %

State and local income taxes, net of federal income tax effect (1)

1,175 ( 1.2 ) %

Foreign tax effects

IP restructuring 3,951 ( 4.2 ) %

Other foreign jurisdictions 157 ( 0.1 ) %

Effect of cross-border tax laws

Non-deductible base erosion expenses 147 ( 0.2 ) %

Research and development tax credits ( 9,902 ) 10.5 %

Changes in valuation allowances 19,843 ( 21.1 ) %

Nontaxable or nondeductible items

Share-based payment awards ( 5,799 ) 6.2 %

Disallowed executive compensation 14,432 ( 15.4 ) %

Meals and entertainment 1,365 ( 1.5 ) %

Other 69 0.0 %

Changes in unrecognized tax benefits 1,090 ( 1.2 ) %

Effective Tax Rate $ 6,802 ( 7.2 ) %

(1) The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include Louisiana, Massachusetts, New York, and Texas.

The following table provides a reconciliation between income taxes computed at the U.S.

federal statutory rate and the Company’s provision for income taxes (in thousands) prior to the adoption of ASU 2023-09:

Year Ended December 31,

Computed expected income tax benefit $ ( 21,890 ) $ ( 39,568 )

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Non-deductible officers ’ compensation

9,885 12,775 3,648

Stock-based compensation ( 8,676 ) ( 9,678 )

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Capitalized software cost 73,163 91,563

Accrued bonus 11,265 —

Other 11,596 9,011

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The Company periodically evaluates the recoverability of the deferred tax assets and when it is determined to be “more likely than not” that the deferred tax assets are realizable, the valuation allowance is reduced.

The net deferred tax liability position at December 31, 2024 and 2023 was primarily related to the Company’s Australia and Canada tax jurisdictions.

The net deferred tax asset position at December 31, 2025 was primarily related to the Company’s India jurisdiction.

The net deferred tax liability position at 2024 was primarily related to the Company’s Australia and Canada tax jurisdictions.

The following table summarizes the activity related to the valuation allowance (in thousands):

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Ending balance $ 397,321 $ 372,901 $ 324,422

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The current year change in the valuation allowance for the year ended December 31, 2025, resulted primarily from a net increase in our U.S.

1 unchanged sentence

The Company did not provide for U.S.

income taxes on the undistributed earnings and other outside temporary differences of foreign subsidiaries

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

as they are considered indefinitely reinvested outside the U.S.

income taxes on the undistributed earnings and other outside temporary differences of foreign subsidiaries as they are considered indefinitely reinvested outside the U.S.

At December 31, 2025 and 2024, the amount of temporary differences related to undistributed earnings and other outside temporary differences upon which U.S.

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As of December 31, 2025, the Company has state net operating losses of $ 660.9 million, which will begin to expire in 2029.

The Internal Revenue Code (the “IRC”) of 1986, as amended, imposes restrictions on the utilization of net operating losses and credits when a Company experiences a cumulative change in ownership of more than 50 % over a three-year period.

The Company has identified a portion of net operating losses and credit carryovers are subject to annual limitations, which the Company has also determined that it should be able to fully utilize these net operating losses and credit carryovers before they expire, provided the Company generates sufficient taxable income.

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However, the taxing authorities may continue to examine the Company’s federal and state NOL carryforwards until the statute of limitations closes on the tax years in which the federal and state net operating losses are utilized.

At December 31, 2024, tax years 2016 to 2020 were under examination by the Egyptian Taxing Authority.

Our foreign operations in Egypt represent an immaterial portion of our overall business.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The amount of cash income taxes paid, net of refunds, by the Company were as follows:

Year Ended December 31,

State and Local 1,326

Australia 1,015

Other Foreign 137

Total $ 5,528

The amount of cash income taxes paid by the Company during the years ended December 31, 2024 and 2023 was $ 2.7 million and $ 0.9 million, respectively.

NET LOSS PER SHARE

Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities.

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

As the Company has reported net losses attributable to common stockholders for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share attributable to common stockholders equals diluted net loss per share attributable to common stockholders.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

The following weighted-average potentially dilutive shares are excluded from the calculation of diluted earnings per share as they are anti-dilutive:

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2025 2024 2023

RSUs, PSUs, and RSAs subject to future vesting 7,687,943 8,489,902 8,189,247

RSUs, PSUs, MSUs, and RSAs subject to future vesting 7,579,471 7,687,943 8,489,902

Shares issuable pursuant to the ESPP 455,803 368,770 495,554

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The Company made matching contributions to these plans totaling $ 5.4 million, $ 4.0 million, and $ 3.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

GEOGRAPHIC INFORMATION

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Total $ 104,267 $ 104,109

Procore Technologies, Inc.

Notes to Consolidated Financial Statements

RESTRUCTURING

In January 2024, the Company executed a reduction of 4 % of its global workforce as part of its ongoing evaluation of its operations to ensure alignment of its workforce with, and to enable greater investment in, key growth opportunities.

The reduction in force was completed by March 31, 2024.

The following table summarizes the severance and other benefit costs incurred during the year ended December 31, 2024 by line item within the consolidated statement of operations and comprehensive loss related to this restructuring event (in thousands):

Cost of revenue $ 318

Sales and marketing 1,298

Research and development 1,750

General and administrative 819

Total restructuring-related costs $ 4,185

As of December 31, 2024, there was no liability remaining for restructuring-related costs.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through February 24, 2026, the date these consolidated financial statements were available to be issued, and has identified the following subsequent events.

On January 28, 2025, the Company completed the acquisition of all outstanding equity of Novorender AS (“Novorender”), a Norway-based leader in advanced building informational modeling rendering technology, to enhance Procore’s capabilities for large-scale construction projects.

On January 16, 2026, the Company completed the acquisition of all outstanding equity of Toric Labs, Inc.

(d/b/a Datagrid) (“Datagrid”), a leader in agentic artificial intelligence (AI”) solutions for the construction industry, to accelerate the Company’s AI strategy and deliver advanced reasoning and data connectivity capabilities for its customers.

The estimated purchase price is approximately $ 190.0 million in cash, subject to customary post-closing adjustments for working capital, transaction expenses, cash, debt, and the determination of any consideration for post-combination services.

1 unchanged sentence

As such, the Company is not able to disclose certain information relating to the acquisition, including the preliminary fair value of assets acquired and liabilities assumed.

In February 2025, the Company began using cash to fund withholding taxes due upon the vesting of employee RSUs by net share settlement, rather than the Company's previous approach of selling shares of its common stock issued to employees to cover applicable withholding taxes.

The amount of withholding taxes related to net share settlement of employee RSUs was $ 28.3 million in February 2025.

On January 14, 2026, the Company executed a reduction of approximately 4 % of its global workforce as part of its ongoing evaluation of its operations to ensure alignment of its workforce with, and to enable greater investment in, key growth opportunities.

The Company estimates that it will incur charges of approximately $ 6.6 million related to severance and employee benefits, which is expected to be substantially incurred in the first quarter of fiscal year 2026, and will consist primarily of cash expenditures.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data