31 unchanged sentences
Expiration Date
−Removed: O’Connor , Director
−Removed: November 21, 2024 x
−Removed: 250,000 April 16, 2026
−Removed: Howard Fu , Chief Financial Officer
−Removed: November 15, 2024 x
−Removed: February 14, 2026
Courtemanche, Jr.
−Removed: , President, Chief Executive Officer, and Director
December 9, 2025 x
−Removed: 2,065,008 (6)
−Removed: April 1, 2026
+Added: 448,975 March 10, 2027
(1) Contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
2 unchanged sentences
The number of shares actually sold may be lower and will depend on the satisfaction of certain conditions as set forth in the written plan.
−Removed: (4) The actual number of shares that will be sold under this Rule 10b5-1 trading arrangement will be based in part on the number of shares, if any, sold to satisfy tax withholding obligations arising from the vesting of certain shares subject to the trading arrangement, which number is not yet determinable.
−Removed: (5) This Rule 10b5-1 trading arrangement was adopted by the Craig F.
−Removed: Courtemanche and Hillary Courtemanche Family Trust dtd 11/1/2012, The Courtemanche 2016 Irrevocable Trust UA dtd 11/18/2016, and the Courtemanche 2021 Irrevocable Trust UA dtd 6/10/2021.
−Removed: (6) The actual number of shares that will be sold under this Rule 10b5-1 trading arrangement is subject to minimum threshold prices as set forth in the trading arrangement.
Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.
24 unchanged sentences
Number Description of Exhibit Form File Number Exhibit Filing Date
−Removed: 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
−Removed: 10-Q 001-40396 2.1 November 5, 2021
3.1† Amended and Restated Certificate of Incorporation of the Registrant
7 unchanged sentences
Description of Registrant’s Securities
+Added: 10-K 001-40396 4.3 February 26, 2025
Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers
11 unchanged sentences
Non-Employee Director Compensation Policy
−Removed: 001-40396 10.2 May 2, 2024
−Removed: Offer Letter by and between Craig F.
−Removed: Courtemanche and the Registrant, dated as of April 30, 2021
−Removed: S-1/A 333-236789 10.11 May 6, 2021
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
−Removed: Offer Letter by and between Joy Driscoll Durling and the Registrant, dated as of July 27, 2022
−Removed: 10-Q 001-40396
−Removed: 10.1 August 5, 2022
Offer Letter by and between Steven Scott Davis and the Registrant, dated as of October 6, 2022
3 unchanged sentences
10.10 May 8, 2023
−Removed: O ffer Letter by and between Lawrence Joseph Stack and the Registrant, dated as of April 1, 2024
+Added: Offer Letter by and between Lawrence Joseph Stack and the Registrant, dated as of April 1, 2024
10.10 May 2, 2024
−Removed: 2021 Form of Executive Severance Agreement between the Registrant and each of its executive officers
−Removed: S-1/A 333-236789 10.17 May 6, 2021
+Added: Offer Letter by and between Ajei S.
+Added: Gopal and the Registrant, dated September 22, 2025
+Added: 001-40396 10.1 September 22, 2025
+Added: Severance Agreement by and between Ajei S.
+Added: Gopal and the Registrant, dated September 22, 2025
+Added: 001-40396 10.2 September 22, 2025
+Added: Proprietary Information and Inventions Agreement by and between Ajei S.
+Added: Gopal and the Registrant, dated September 22, 2025
+Added: 001-40396 10.3 September 22, 2025
+Added: Indemnification Agreement by and between Ajei S.
+Added: Gopal and the Registrant, dated September 22, 2025
+Added: 001-40396 10.1 September 22, 2025
2025 Form of Executive Severance Agreement between the Registrant and each of its executive officers
−Removed: Insider T rading Policy , as amended
+Added: 001-40396 10.1 May 2, 2025
+Added: 19.1† Insider Trading Policy, as amended
+Added: 10-K 001-40396 10.1 February 26, 2025
21.1* List of subsidiaries of the Registrant
23 unchanged sentences
February 24, 2026
−Removed: Courtemanche, Jr.
−Removed: Courtemanche, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Craig F.
−Removed: Courtemanche, Jr.
−Removed: and Howard Fu, 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.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ajei S.
+Added: Gopal and Howard Fu, 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 registrant and in the capacities and on the dates indicated.
Signature Title Date
−Removed: Courtemanche, Jr.
President, Chief Executive Officer, and Director
1 unchanged sentence
February 24, 2026
−Removed: Courtemanche, Jr.
/s/ Howard Fu
10 unchanged sentences
Director February 24, 2026
−Removed: /s/ Brian Feinstein Director February 26, 2025
−Removed: Brian Feinstein
+Added: Courtemanche, Jr.
+Added: Director February 24, 2026
+Added: Courtemanche, Jr.
/s/ William J.G.
Director February 24, 2026
+Added: /s/ Ronald W.
Director February 24, 2026
+Added: Director February 24, 2026
/s/ Graham V.
2 unchanged sentences
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.