PROCORE TECHNOLOGIES, INC. 10-K

Item 8. Financial Statements and Supplementary Data. Index to Consolidated Financial Statements Page(s) Report of Independent Registered Public Accounting Firm (PCAOB: 238 ) 72 Consolidated Financial Statements: Consolidated Balance Sheets 74 Consolidated Statements of Operations and Comprehensive Loss 75 Consolidated Statements of Stockholders’ Equity 76 Consolidated Statements of Cash Flows 77 Notes to Consolidated Financial Statements 80 71 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Procore Technologies, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Procore Technologies, Inc. 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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized 72 Table of Contents acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition As described in Note 2 to the consolidated financial statements, the Company’s consolidated revenue was $1,322.5 million for the year ended December 31, 2025. The Company generates substantially all of its revenue from subscriptions for access to its software products and related support. Access to software products and support represents a series of distinct services as the Company fulfills its obligation to the customer and the customer receives and consumes the benefits of the software products and support over the subscription term. The series of distinct services represents a single performance obligation. The transaction price is determined by the stated fixed fees in the contract and revenue is recognized ratably over the term of the subscription agreement. The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to revenue recognized. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls related to the revenue recognition process, including controls over the revenue recognized. These procedures also included, among others (i) evaluating the revenue recognized on a test basis by (a) obtaining and inspecting source documents, such as contracts with customers and (b) recalculating revenue recognized based on the terms of the related contract, and (ii) evaluating occurrence and accuracy of revenue on a test basis, by examining valid contracts and other supporting documents, as applicable. /s/ PricewaterhouseCoopers LLP Los Angeles, California February 24, 2026 We have served as the Company’s auditor since 2015. 73 Table of Contents Procore Technologies, Inc. Consolidated Balance Sheets December 31, (in thousands, except number of shares and par value) 2025 2024 Assets Current assets Cash and cash equivalents $ 480,684 $ 437,722 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 $ 4,654 and $ 6,109 at December 31, 2025 and December 31, 2024, respectively 287,805 246,472 Contract cost asset, current 55,384 33,922 Prepaid expenses and other current assets 55,157 44,090 Total current assets 1,166,832 1,099,879 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 Property and equipment, net 48,624 43,592 Right of use assets - finance leases 19,619 31,727 Right of use assets - operating leases 36,024 28,790 Contract cost asset, non-current 79,004 47,505 Intangible assets, net 105,364 120,946 Goodwill 574,083 549,651 Other assets 24,758 20,918 Total assets $ 2,239,065 $ 2,101,371 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 25,168 $ 33,146 Accrued expenses 130,280 88,740 Deferred revenue, current 687,062 584,719 Other current liabilities 42,047 21,427 Total current liabilities 884,557 728,032 Deferred revenue, non-current 6,041 5,815 Finance lease liabilities, non-current 26,557 41,352 Operating lease liabilities, non-current 45,855 32,697 Other liabilities, non-current 13,793 5,122 Total liabilities 976,803 813,018 Commitments and contingencies (Note 11) Stockholders’ equity 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. 15 15 Additional paid-in capital 2,609,093 2,535,868 Accumulated other comprehensive loss ( 1,270 ) ( 2,737 ) Accumulated deficit ( 1,345,576 ) ( 1,244,793 ) Total stockholders’ equity 1,262,262 1,288,353 Total liabilities and stockholders’ equity $ 2,239,065 $ 2,101,371 The accompanying notes are an integral part of these consolidated financial statements. 74 Table of Contents Procore Technologies, Inc. Consolidated Statements of Operations and Comprehensive Loss Year Ended December 31, (in thousands, except share and per share amounts) 2025 2024 2023 Revenue $ 1,322,509 $ 1,151,708 $ 950,010 Cost of revenue 270,832 205,612 174,462 Gross profit 1,051,677 946,096 775,548 Operating expenses Sales and marketing 580,680 552,019 494,908 Research and development 362,373 312,987 300,571 General and administrative 232,967 217,513 195,746 Total operating expenses 1,176,020 1,082,519 991,225 Loss from operations ( 124,343 ) ( 136,423 ) ( 215,677 ) Interest income 20,941 23,694 19,779 Interest expense ( 1,153 ) ( 1,899 ) ( 1,957 ) Accretion income, net 8,265 13,583 9,794 Other income (expense), net 2,309 ( 3,136 ) ( 360 ) Loss before provision for income taxes ( 93,981 ) ( 104,181 ) ( 188,421 ) Provision for income taxes 6,802 1,775 1,273 Net loss $ ( 100,783 ) $ ( 105,956 ) $ ( 189,694 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.67 ) $ ( 0.72 ) $ ( 1.34 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 150,247,067 147,444,772 141,961,467 Other comprehensive (loss) income Foreign currency translation adjustment, net of tax $ 1,422 $ ( 1,787 ) $ 437 Unrealized income (loss) on available-for-sale debt and marketable securities, net of tax 45 425 504 Total other comprehensive income (loss) 1,467 ( 1,362 ) 941 Comprehensive loss $ ( 99,316 ) $ ( 107,318 ) $ ( 188,753 ) The accompanying notes are an integral part of these consolidated financial statements. 75 Table of Contents Procore Technologies, Inc. Consolidated Statements of Stockholders’ Equity Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders ’ Equity (in thousands, except share amounts) Shares Amount Balance as of December 31, 2022 139,159,534 $ 14 $ 2,068,225 $ ( 2,316 ) $ ( 949,143 ) $ 1,116,780 Exercise of stock options 1,371,834 — 17,630 — — 17,630 Stock-based compensation — — 184,552 — — 184,552 Issuance of common stock upon settlement of restricted stock units 3,699,168 1 — — — 1 Issuance of common stock for employee stock purchase plan 575,928 — 25,400 — — 25,400 Other comprehensive income — — — 941 — 941 Net loss — — — — ( 189,694 ) ( 189,694 ) Balance as of December 31, 2023 144,806,464 $ 15 $ 2,295,807 $ ( 1,375 ) $ ( 1,138,837 ) $ 1,155,610 Exercise of stock options 1,187,141 — 15,773 — — 15,773 Stock-based compensation — — 200,219 — — 200,219 Issuance of common stock upon settlement of restricted stock units 3,393,832 — — — — — Issuance of common stock for employee stock purchase plan 465,698 — 24,069 — — 24,069 Other comprehensive loss — — — ( 1,362 ) — ( 1,362 ) Net loss — — — — ( 105,956 ) ( 105,956 ) Balance as of December 31, 2024 149,853,135 $ 15 $ 2,535,868 $ ( 2,737 ) $ ( 1,244,793 ) $ 1,288,353 Exercise of stock options 1,087,885 — 11,810 — — 11,810 Stock-based compensation — — 258,041 — — 258,041 Issuance of common stock upon settlement of restricted stock units 3,507,912 — — — — — 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 Net loss — — — — ( 100,783 ) ( 100,783 ) Balance as of December 31, 2025 151,708,564 $ 15 $ 2,609,093 $ ( 1,270 ) $ ( 1,345,576 ) $ 1,262,262 The accompanying notes are an integral part of these consolidated financial statements. 76 Table of Contents Procore Technologies, Inc. Consolidated Statements of Cash Flows Year Ended December 31, (in thousands) 2025 2024 2023 Operating activities Net loss $ ( 100,783 ) $ ( 105,956 ) $ ( 189,694 ) Adjustments to reconcile net loss to net cash provided by operating activities Stock-based compensation 238,425 186,880 174,835 Depreciation and amortization 110,576 89,753 71,633 Accretion of discounts on marketable debt securities, net ( 7,882 ) ( 12,830 ) ( 9,790 ) Abandonment of long-lived assets 3,540 1,428 1,488 Noncash operating lease expense 5,839 11,102 13,092 Unrealized foreign currency (gain) loss, net ( 1,862 ) 2,304 ( 524 ) Deferred income taxes ( 6,820 ) ( 881 ) ( 769 ) (Benefit from) provision for credit losses ( 514 ) 591 8,052 (Increase) decrease in fair value of strategic investments ( 124 ) ( 454 ) 287 Changes in operating assets and liabilities, net of effect of asset acquisitions and business combinations Accounts receivable ( 39,817 ) ( 39,501 ) ( 57,492 ) Deferred contract cost assets ( 51,965 ) ( 8,993 ) ( 9,306 ) Prepaid expenses and other assets ( 5,698 ) ( 3,318 ) ( 6,368 ) Accounts payable ( 8,173 ) 19,729 ( 938 ) Accrued expenses and other liabilities 64,380 ( 15,501 ) 4,759 Deferred revenue 100,099 79,091 106,590 Operating lease liabilities 1,049 ( 7,272 ) ( 13,840 ) Net cash provided by operating activities 300,270 196,172 92,015 Investing activities Purchases of property and equipment ( 18,100 ) ( 19,143 ) ( 10,325 ) Capitalized software development costs ( 65,663 ) ( 49,529 ) ( 34,685 ) Purchases of strategic investments ( 2,151 ) ( 2,367 ) ( 764 ) Purchases of marketable securities ( 351,465 ) ( 491,475 ) ( 402,424 ) Maturities of marketable securities 409,230 440,537 372,240 Sales of marketable securities 2,698 — 5,452 Originations of materials financing — — ( 23,972 ) Customer repayments of materials financing — 1,605 26,242 Acquisition of businesses, net of cash acquired ( 41,515 ) ( 25,945 ) — Asset acquisitions, net of cash acquired ( 3,533 ) ( 3,792 ) ( 7,825 ) Net cash used in investing activities $ ( 70,499 ) $ ( 150,109 ) $ ( 76,061 ) The accompanying notes are an integral part of these consolidated financial statements. 77 Table of Contents Procore Technologies, Inc. Consolidated Statements of Cash Flows (Continued) Year Ended December 31, (in thousands) 2025 2024 2023 Financing activities Proceeds from stock option exercises $ 11,809 $ 15,737 $ 17,618 Proceeds from employee stock purchase plan 26,332 24,069 25,400 Repurchases of common stock ( 128,838 ) — — Payment of tax withholding for net share settlement ( 94,120 ) — — Payment of deferred business combination consideration — ( 1,470 ) — Payment of deferred asset acquisition consideration ( 1,400 ) ( 81 ) — Principal payments under finance lease agreements, net of proceeds from lease incentives ( 1,636 ) ( 2,019 ) ( 1,853 ) 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 Cash, cash equivalents and restricted cash, beginning of period 437,722 357,790 299,816 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. 78 Table of Contents 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 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 Supplemental disclosure of cash flow information Cash paid for interest other than finance leases $ 39 $ 25 $ 4 Stock-based compensation capitalized for cloud-computing arrangement costs 233 104 296 Cash received for lease incentives 10,523 2,620 789 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 1,112 1,874 1,953 Operating cash flows from operating leases 12,058 11,871 15,971 Financing cash flows from finance leases 1,636 2,221 2,054 Noncash investing and financing activities Purchases of property and equipment included in accounts payable and accrued expenses at year end 2,596 1,638 754 Capitalized software development costs included in accounts payable and accrued expenses at year end 2,968 3,775 1,905 Deferred asset acquisition payment included in other current liabilities and other non-current liabilities at year end 600 1,400 1,405 Stock-based compensation capitalized for software development 19,398 13,235 9,421 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 Noncash net change due to operating lease remeasurement — ( 89 ) ( 115 ) The accompanying notes are an integral part of these consolidated financial statements. 79 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Description of business Procore Technologies, Inc. (together with its subsidiaries, “Procore” or the “Company”) provides a cloud-based construction management platform and related products and services that allow the construction industry’s key stakeholders, such as owners, general contractors, and specialty contractors, to collaborate on construction projects. The Company was incorporated in California in 2002 and re-incorporated in Delaware in 2014. The Company is headquartered in Carpinteria, California, and has operations globally. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements include the financial statements of Procore Technologies, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain balances have been reclassified to conform to current year presentation. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management periodically evaluates its estimates and assumptions for continued reasonableness, primarily with respect to revenue recognition, the period of benefit of contract cost assets, the fair value of assets acquired and liabilities assumed in a business combination or asset acquisition, stock-based compensation expense, the recoverability of goodwill and long-lived assets, useful lives of long-lived assets, capitalization of software development costs, income taxes, including related reserves and allowances, provision for credit losses, incremental borrowing rates and estimation of lease terms applied in lease accounting, and self-insurance reserve estimates. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable. Actual results could differ from the Company’s estimates. Segments The Company operates as a single operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer (“CEO”). In recent years, the Company has completed a number of acquisitions which have allowed it to expand its platform capabilities and related products and services. The Company generates substantially all of its revenue from subscriptions for access to its software products and related support. While the Company provides different products and services, including as a result of its acquisitions, its business operates as one operating segment because its CODM evaluates the Company’s revenue, expenses and assets as reported on the consolidated income statement and balance sheet for purposes of assessing financial performance and allocating resources on a consolidated basis. 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. 80 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, restricted cash, investments in marketable securities, accounts receivable, and materials financing receivables. The Company maintains its cash, cash equivalents, and restricted cash balances with major financial institutions that may at times exceed federally insured limits. However, the Company believes that these financial institutions are financially sound with minimal credit risk. During the years ended December 31, 2025 and 2024, there were no credit losses recorded on cash, cash equivalents, or restricted cash. Investments in marketable securities consist primarily of investment-grade securities and the Company’s investment policy limits the amount of credit exposure to any individual issuer. The Company periodically assesses its portfolio of marketable securities for impairment due to credit losses. The Company evaluates each investment in an unrealized loss position to determine if any portion of the unrealized loss is related to credit losses. In determining whether a credit loss may exist, the Company considers the extent of the unrealized loss position, any adverse conditions specifically related to the security or the issuer’s operating environment, the pay structure of the security, the issuer’s payment history, and any changes in the issuer’s credit rating. Unrealized losses on marketable securities due to expected credit losses are recognized in other expense, net in the accompanying consolidated statements of operations and comprehensive loss. During the years ended December 31, 2025 and 2024, there were no credit losses recorded on marketable securities. 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 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. As of December 31, 2025 and 2024, the Company’s allowance for expected credit losses was $ 4.7 million and $ 6.1 million, respectively. No customer represented 10 % or more of the consolidated accounts receivable balance as of December 31, 2025 and 2024. No single customer accounted for 10 % or more of total revenue for the years ended December 31, 2025, 2024, and 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 The Company classifies all investments that are readily convertible to known amounts of cash and have maturities of three months or less from the date of purchase as cash equivalents, which are carried at fair value. Cash includes cash held in checking and savings accounts. 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, 81 Table of Contents 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 Investments with stated maturities of greater than three months are classified as marketable securities, which consist of United States (“U.S.”) treasury securities, commercial paper, corporate notes and obligations, and time deposits. 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 contractual maturity at the balance sheet date. The Company re-evaluates such classification at each balance sheet date. Any unrealized gains and losses, net of tax, that are not due to expected credit losses are included in accumulated other comprehensive loss, a component of stockholders’ equity in the accompanying consolidated financial statements. Interest recorded on marketable securities is recorded in interest income, with accretion of discounts, net of amortization of premiums, recorded in accretion income, net, on the accompanying consolidated statements of operations and comprehensive loss. Refer to Note 3 for further details on the Company’s marketable securities portfolio. 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 Egypt, Norway, United Arab Emirates, Ireland, India, Czech Republic, and Costa Rica is U.S. Dollars. For foreign subsidiaries where the functional currency is the local currency of such countries, assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the balance sheet date, stockholders’ equity is translated at the applicable historical exchange rate, and revenue and expenses are translated using the average exchange rates during the period. The effect of exchange rate changes resulting from the translation of the foreign subsidiary financial statements is accounted for as a component of accumulated other comprehensive loss. In addition, the Company incurs foreign currency transaction gains and losses, including those related to intercompany agreements among the Company and its subsidiaries, which are recorded in other expense, net in the accompanying consolidated statements of operations and comprehensive loss. Foreign currency gains and losses were not material for the years ended December 31, 2025, 2024, and 2023. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are expensed as incurred, while renewals and betterments are capitalized. Depreciation expense is computed on a straight-line basis over the estimated lives of the assets as follows: Asset Classification Estimated Useful Life Leasehold improvements Lesser of 15 years or lease term Furniture and fixtures 5 years Computers and equipment 3 years Purchased software Contractual term 82 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements Leases 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. Leases are classified as finance or operating based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is comprised of amortization of the right of use (“ROU”) asset and interest expense recognized based on an effective interest method for finance leases, or as a single lease cost recognized on a straight-line basis over the term of the lease for operating leases. Leases are included in ROU assets, other current liabilities, and long-term finance and operating lease liabilities within the accompanying consolidated balance sheets. Leases with expected terms of 12 months or less are not recorded on the accompanying consolidated balance sheets. Certain leases contain provisions that allow the Company to be reimbursed by the landlord for specified tenant improvements that are subject to final approval prior to being paid. 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. 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. ROU assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the expected lease term. The Company’s leases do not provide an implicit rate, therefore the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the discount rate used to calculate the present value of minimum lease payments. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan over a similar term. The Company’s leases do not include any residual value guarantees, bargain purchase options, or asset retirement obligations. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. The Company’s agreements may contain variable lease payments. The Company includes variable lease payments that depend on an index or a rate in the calculation of the ROU lease liabilities and exclude those which depend on facts or circumstances occurring after the commencement date, other than the passage of time. Self-insurance reserves The Company has elected to partially self-fund its health insurance plan. To reduce its risk related to high-dollar claims, the Company maintains individual stop-loss insurance. The Company estimates its exposure for claims incurred at the end of each reporting period, including claims not yet reported, with the assistance of an independent third-party actuary. As of December 31, 2025 and 2024, the Company’s self-insurance accrual was $ 3.2 million and $ 2.7 million, respectively, included within other current liabilities on the accompanying consolidated balance sheets. Strategic investments Investments in equity securities The Company holds investments in equity securities of certain privately held companies, which do not have readily determinable fair values. The Company does not have a controlling interest or significant influence in these companies. The Company has elected to measure the non-marketable equity securities at cost, with remeasurements to fair value only upon the occurrence of observable price changes in orderly transactions for the identical or similar securities of the same issuer, or in the event of any impairment. This election is reassessed each reporting period to determine whether a non-marketable equity security has a readily determinable fair value, in which case the security would no longer be eligible for this election. All gains and losses on such equity securities, realized and unrealized, are recorded in other expense, net on the accompanying consolidated statements of operations and comprehensive loss. The Company evaluates its non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators. 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. 83 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements Investments in limited partnership funds The Company also holds investments in certain limited partnership funds. The Company does not hold a controlling interest or significant influence in these limited partnerships. The fair value of such investments is valued using the Net Asset Value (“NAV”) provided by the fund administrator as a practical expedient. Available-for-sale debt securities The Company may hold investments in debt securities of privately held companies, which are classified as available-for-sale debt securities. Such available-for-sale debt securities are recorded at fair value with changes in fair value recorded in other comprehensive income or loss. The Company periodically reviews its available-for-sale debt securities to determine if there has been an other-than-temporary decline in fair value. 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. Business combinations The Company assesses whether an acquisition is a business combination or an asset acquisition. If substantially all of the gross assets acquired are concentrated in a single asset or group of similar assets, then the acquisition is accounted for as an asset acquisition, where the purchase consideration is allocated on a relative fair value basis to the assets acquired. Goodwill is not recorded in an asset acquisition. If the gross assets are not concentrated in a single asset or group of similar assets, then the Company determines if the set of assets acquired represents a business. A business is an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return. Depending on the nature of the acquisition, judgment may be required to determine if the set of assets acquired is a business combination or not. The Company applies the acquisition method of accounting for a business combination. Under this method of accounting, assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company adjusts the provisional amounts of assets acquired and liabilities assumed with the corresponding offset to goodwill to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the Company’s consolidated statements of operations and comprehensive loss. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to estimated level of effort and related costs of reproducing or replacing the assets acquired, future cash inflows and outflows, and discount rates, among other items. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. As a result, the Company may be required to value the acquired assets at fair value measures that do not reflect its intended use of those assets. Use of different estimates and judgments could yield different results. 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. 84 Table of Contents 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 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’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 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. The quantitative analysis compares the estimated fair value of the reporting unit with its respective carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, including goodwill, goodwill is considered not to be impaired. If the fair value is less than the carrying amount, including goodwill, then a goodwill impairment charge is recorded by the amount that the carrying value exceeds the fair value, up to the carrying amount of goodwill. Capitalized software development costs The Company capitalizes certain development costs incurred in connection with the development of internal-use software. Costs incurred in the preliminary stages of development are expensed as incurred. Once the preliminary stage is complete, internal and external direct costs are capitalized until the developed software is substantially complete and ready for its intended use. Costs incurred for post-implementation activities, training, maintenance, and minor upgrades and enhancements without adding additional functionality are expensed as incurred. Capitalized internal-use software costs primarily relate to the development of and major enhancements to the Company’s cloud-based software as a service (“SaaS”) construction management platform and related software products. Capitalized software development costs related to the Company’s platform are amortized on a straight-line basis over the developed software’s estimated useful life of two years and the related amortization expense is recorded in cost of revenue within the accompanying consolidated statements of operations and comprehensive loss. The Company also capitalizes certain software development costs which are used internally, rather than developments to the Company’s platform. Such costs are amortized on a straight-line basis over the developed software’s estimated useful life, which is generally three to five years , and the related amortization expense is recorded in operating expenses within the accompanying consolidated statements of operations and comprehensive loss. Abandonments of software development costs have been immaterial in all periods presented. Cloud computing arrangements The Company capitalizes qualifying implementation costs related to hosting arrangements that are service contracts (cloud computing arrangements). Such costs are amortized on a straight-line basis over the software’s estimated useful life, which is generally the term of the hosting relationship, and ranges from three to five years . The related amortization expense is recorded in operating expenses within the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2025 and 2024, the Company’s gross capitalized costs were $ 13.2 million and $ 11.5 million, respectively, and the related accumulated amortization was $ 6.8 million and $ 4.8 million, respectively. Capitalized amounts are included in prepaid expenses and other current assets and other assets on the accompanying consolidated balance sheets. 85 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy using three levels of inputs, of which the first two are considered observable and the last is considered unobservable, as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities. 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. 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. The Company measures its cash held in money market funds, marketable securities, and investments in available-for-sale debt securities at fair value each reporting period. The estimation of fair value for available-for-sale debt securities in private companies requires the use of significant unobservable inputs, and as a result, the Company classifies these assets as Level 3 within the fair value hierarchy. The Company’s investments in equity securities of privately held companies are recorded at fair value on a non-recurring basis. For investments without a readily determinable fair value, the Company looks to observable transactions, such as the issuance of new equity by an investee, as indicators of investee enterprise value and uses them to estimate the fair value of the investments. The Company’s investments in limited partnerships are valued using NAV as a practical expedient and therefore excluded from the fair value hierarchy. 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. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, or an asset group. Recoverability of asset groups to be held and used is measured by comparison of the carrying value of the asset group to the estimated undiscounted future cash flows expected to be generated from the use of such assets. If the undiscounted future cash flows are less than the carrying value of the asset group, an impairment is recognized based on the amount by which the carrying value exceeds the estimated fair value of the asset group. Assets to be abandoned with no remaining future service potential are written down to amounts expected to be recovered. Revenue recognition The Company generates substantially all of its revenue from subscriptions for access to its software products and related support. 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 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. The Company generally invoices its customers at the beginning of each annual subscription period, and to a lesser extent, on a semi-annual or quarterly basis. To the extent the Company invoices its customers in advance of revenue recognition, it records deferred revenue. 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. 86 Table of Contents 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. The Company does not provide the customer with the right to take possession of its software products at any time. The Company determines revenue recognition through the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, the Company satisfies a performance obligation. The Company executes a signed contract with the customer that specifies services to be provided, the payment amounts and terms, and the period of service, among other terms. The Company’s contracts with customers often include promises to perform multiple services. Determining whether services are considered distinct performance obligations that should be accounted for separately or together may require judgment. The contracts with customers include access to the Company’s products and support over the subscription period. Access to software products and support represents a series of distinct services as the Company fulfills its obligation to the customer and the customer receives and consumes the benefits of the software products and support over the subscription term. The series of distinct services represents a single performance obligation. The transaction price is determined by the stated fixed fees in the contract, excluding any related sales tax. None of the Company’s contracts include a significant financing component. The Company recognizes revenue ratably over the term of the subscription agreement beginning on the date that access to its products is made available to the customer. Deferred revenue Contract liabilities consist of revenue that is deferred when the Company has the contractual right to invoice in advance of transferring services to its customers. Substantially all deferred revenue at the beginning of 2025, 2024, and 2023 was recognized as revenue within the following 12-month period. Remaining performance obligations The transaction price allocated to remaining performance obligations (“RPO”) represents the contracted transaction price that has not yet been recognized as revenue, which includes deferred revenue and amounts under non-cancelable contracts that will be invoiced and recognized as revenue in future periods. 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, 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 The Company recognizes an asset for the incremental and recoverable costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be one year or longer. The Company elected the practical expedient that allows an entity to expense incremental contract costs as incurred if the amortization period of the assets would have otherwise been recognized in one year or less. 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 87 Table of Contents 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. Judgment is required to determine the expected period of benefit, for which the Company considers estimates of customer lives and SaaS product technology life in making this determination. Write-offs of such costs have historically been immaterial. The following table presents the changes in contract cost assets (in thousands): Year Ended December 31, 2025 2024 2023 Beginning balance $ 81,427 $ 73,282 $ 64,077 Additions 99,894 39,699 37,243 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, 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, bonuses, and payroll taxes. Sales and marketing Sales and marketing expenses primarily consist of personnel-related compensation expenses for the Company’s sales and marketing organizations. Additionally, sales and marketing expenses include non-personnel-related expenses, such as advertising costs, marketing events, travel, trade shows, and other marketing activities; contractor costs to supplement the Company’s staff levels; consulting services; amortization of acquired customer relationship intangible assets; and allocated overhead. Advertising costs are expensed as incurred. During the years ended December 31, 2025, 2024, and 2023, the Company incurred advertising costs of $ 40.1 million, $ 61.8 million, and $ 43.1 million, respectively. Research and development 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; 88 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements 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; acquisition-related transaction expenses; and allocated overhead. Stock-based compensation 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"), 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 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. Income taxes The Company accounts for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on the differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the accompanying consolidated statements of operations and comprehensive loss in the period that includes the enactment date. A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risk associated with estimates of future taxable income in assessing the need for a valuation allowance. Significant judgment is required in determining the provision for income taxes and deferred tax assets and liabilities. The Company recognizes a tax benefit from an uncertain position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on its technical merits. If this threshold is met, the Company measures the tax benefit as the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes penalties and interest accrued with respect to uncertain tax positions, if any, in the provision for income taxes in the accompanying consolidated statements of operations and comprehensive loss. 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 89 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements 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 In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The new amendment expands reportable segment disclosure requirements through enhanced disclosures about significant segment expenses by requiring disclosure of incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analysis. ASU 2023-07 is effective for public business entities for fiscal years beginning after December 31, 2023 and for interim periods within fiscal years beginning after December 31, 2024, with early adoption permitted. 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 implemented the interim disclosure requirements in fiscal year 2025. There was no impact on the Company’s consolidated financial statements upon adoption. Recently issued accounting pronouncements - not yet adopted Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses (“ASU 2024-03”). The new amendment expands financial reporting by requiring that public entities disclose additional information about certain expense categories in tabular form in the notes to financial statements at interim and annual reporting periods. ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Upon adoption, public entities should apply the amendment either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to all periods presented in the financial statements. The Company is evaluating the impact of the adoption of ASU 2024-03 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. 3. INVESTMENTS Marketable securities Marketable securities consisted of the following as of December 31, 2025 (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 131,832 $ 205 $ ( 1 ) $ 132,036 Commercial paper 14,308 2 — 14,310 Corporate notes and obligations 183,726 265 ( 6 ) 183,985 Total marketable securities $ 329,866 $ 472 $ ( 7 ) $ 330,331 90 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements Marketable securities consisted of the following as of December 31, 2024 (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 126,916 $ 142 $ ( 13 ) $ 127,045 Commercial paper 18,414 19 — 18,433 Corporate notes and obligations 237,965 339 ( 67 ) 238,237 Total marketable securities $ 383,295 $ 500 $ ( 80 ) $ 383,715 The following table summarizes the estimated fair value of investments classified as marketable securities by contractual maturity date (in thousands): December 31, 2025 2024 Due within 1 year $ 287,802 $ 337,673 Due in 1 to 2 years 42,529 46,042 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. Realized losses on sales of marketable securities are recorded in other expense, net on the accompanying consolidated statements of operations and comprehensive loss. Such losses were immaterial during the years ended December 31, 2025 and 2024. 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 Total Balance as of December 31, 2024 $ 8,685 $ 5,669 $ 14,354 Purchases of strategic investments — 2,151 2,151 Unrealized gains (losses) — 593 593 Impairment losses ( 469 ) — ( 469 ) Balance as of December 31, 2025 $ 8,216 $ 8,413 $ 16,629 91 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements Strategic investment activity during the year ended December 31, 2024 is summarized as follows (in thousands): Equity Securities Limited Partnerships Available-for-Sale Debt Securities Total Balance as of December 31, 2023 $ 7,179 $ 3,986 $ 362 $ 11,527 Interest accrued — — 6 6 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 Impairment losses ( 184 ) — — ( 184 ) Balance as of December 31, 2024 $ 8,685 $ 5,669 $ — $ 14,354 Strategic investments are recorded in other assets in the accompanying consolidated balance sheets. As of December 31, 2025, in connection with the Company’s investments in limited partnerships, it has a contractual obligation to provide additional investment funding of up to $ 6.6 million at the option of the investees. 4. FAIR VALUE OF FINANCIAL INSTRUMENTS Financial assets measured at fair value on a recurring basis within the fair value hierarchy are summarized as follows (in thousands): December 31, 2025 Level 1 Level 2 Total Cash equivalents: Money market funds $ 403,979 $ — $ 403,979 Marketable securities: U.S. treasury securities 132,036 — 132,036 Commercial paper — 14,310 14,310 Corporate notes and obligations — 183,985 183,985 Total $ 536,015 $ 198,295 $ 734,310 December 31, 2024 Level 1 Level 2 Total Cash equivalents: Money market funds $ 384,648 $ — $ 384,648 Corporate notes and obligations — 524 524 Marketable securities: U.S. treasury securities 127,045 — 127,045 Commercial paper — 18,433 18,433 Corporate notes and obligations — 238,237 238,237 Total $ 511,693 $ 257,194 $ 768,887 92 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements 5. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): December 31, 2025 2024 Leasehold improvements $ 53,598 $ 45,026 Furniture and fixtures 10,650 11,579 Computers and equipment 31,551 29,212 Purchased software 1,964 1,660 Property and equipment 97,763 87,477 Less: accumulated depreciation and amortization ( 49,139 ) ( 43,885 ) Property and equipment, net $ 48,624 $ 43,592 Depreciation and amortization expense was $ 13.9 million, $ 11.7 million, and $ 11.8 million for the years ended December 31, 2025, 2024, and 2023, respectively. 6. LEASES The Company has primarily entered into lease arrangements for office space, in addition to other miscellaneous equipment. The Company’s leases have initial non-cancelable lease terms ranging from one to 14 years. Some of the Company’s lease arrangements include options to extend the term of the leases for up to 10 years. However, the lessor does not have the option to cancel any of the Company’s leases prior to the end of the remaining contractual term. Judgment is required when determining the minimum non-cancelable term of the lease. The Company includes options to extend or terminate the lease term that are reasonably certain of exercise. If facts and circumstances regarding those judgments change in future periods, the Company reassesses its initial estimate of the term. The Company’s corporate headquarters offices have initial lease terms expiring in 2027, and 10-year renewal options that the Company was reasonably certain it would exercise at lease commencement. The Company reassesses lease terms when there is a significant event or a significant change that is within its control that directly affects whether the Company is reasonably certain to exercise or not to exercise an option. The Company determined that the present value of lease payments represents substantially all of the fair value of the underlying leased asset and therefore recognizes its corporate headquarters as a finance lease. The components of lease expense were as follows (in thousands): Year Ended December 31, 2025 2024 2023 Finance lease cost: Amortization of right of use assets $ 1,804 $ 2,645 $ 2,672 Interest on lease liabilities 1,112 1,874 1,953 Operating lease cost 8,399 13,264 14,620 Short-term lease cost 567 742 1,344 Variable lease cost 3,160 5,038 4,821 Total lease cost $ 15,042 $ 23,563 $ 25,410 93 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements Supplemental information related to leases is as follows (in thousands): December 31, 2025 2024 Operating Leases Operating right of use assets $ 36,024 $ 28,790 Amount included within other current liabilities 5,019 3,746 Operating lease liabilities, non-current 45,855 32,697 Total operating lease liabilities $ 50,874 $ 36,443 Finance Leases Finance right of use assets $ 19,619 $ 31,727 Amount included within other current liabilities 1,771 2,228 Finance lease liabilities, non-current 26,557 41,352 Total finance lease liabilities $ 28,328 $ 43,580 December 31, 2025 2024 2023 Weighted-average remaining lease term (in years) Finance leases 11.2 12.2 13.2 Operating leases 10.2 8.9 5.5 Weighted-average discount rate Finance leases 3.80 % 4.21 % 4.21 % Operating leases 6.04 % 6.10 % 3.58 % Maturities of lease payments, net of tenant improvement reimbursement, for leases where the lease commencement date commenced on or prior to December 31, 2025 are as follows (in thousands): Years Ending December 31, Operating Finance Total 2026 $ 5,900 $ 2,817 $ 8,717 2027 3,669 2,804 6,473 2028 7,479 2,870 10,349 2029 5,677 2,956 8,633 2030 6,204 3,045 9,249 Thereafter 45,187 20,697 65,884 Total lease payments, net of tenant improvement reimbursement $ 74,116 $ 35,189 $ 109,305 Less imputed interest ( 23,242 ) ( 6,861 ) ( 30,103 ) Total $ 50,874 $ 28,328 $ 79,202 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. 94 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements As of December 31, 2025, operating lease payments for leases greater than one month, but less than 12 months in duration were not significant. As of December 31, 2025, the Company had outstanding letters of credit totaling approximately $ 7.6 million on an unsecured basis to secure various leased office facilities in the U.S. and Australia. 7. BUSINESS COMBINATIONS Novorender 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. 95 Table of Contents 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. Intelliwave On May 30, 2024, the Company completed the acquisition of all outstanding equity of Intelliwave Technologies Inc. (“Intelliwave”), a construction materials management company, for $ 29.8 million in cash consideration. 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 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. 96 Table of Contents 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): Fair Value Useful Life Assets acquired Cash and cash equivalents $ 2,390 Accounts receivable 964 Prepaid expenses and other current assets 17 Other non-current assets 388 Developed technology intangible asset 16,000 7 years Customer relationships intangible asset 4,700 10 years Goodwill 11,333 Total assets acquired $ 35,792 Liabilities assumed Deferred revenue, current ( 2,210 ) Other current liabilities ( 2,605 ) Other non-current liabilities ( 388 ) Net deferred tax liabilities ( 790 ) Total liabilities assumed $ ( 5,993 ) Net assets acquired $ 29,799 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. 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. 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 Intelliwave’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 $ 11.3 million goodwill balance is primarily attributable to synergies and expanded market opportunities that are expected to be achieved from the integration of Intelliwave with the Company’s products, services, platform, and assembled workforce. Substantially all of the goodwill balance is not deductible for income taxes purposes. 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 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 97 Table of Contents 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. The acquisition-related transaction costs were not material and were expensed as incurred in the accompanying consolidated statements of operations and comprehensive loss. 8. INTANGIBLE ASSETS AND GOODWILL 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. The Company also completed an asset acquisition for $ 3.9 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. 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): December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) Developed technology $ 212,463 $ ( 127,638 ) $ 84,825 3.8 Customer relationships 75,950 ( 55,411 ) 20,539 6.4 Total finite-lived intangible assets $ 288,413 $ ( 183,049 ) $ 105,364 4.3 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) Developed technology $ 185,947 $ ( 95,216 ) $ 90,731 4.0 Customer relationships 71,050 ( 43,683 ) 27,367 4.9 Total finite-lived intangible assets 256,997 ( 138,899 ) 118,098 4.2 In-process research and development 2,848 — 2,848 Total intangible assets $ 259,845 $ ( 138,899 ) $ 120,946 98 Table of Contents 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. 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 . The Company estimates that there is no significant residual value related to its finite-lived intangible assets. Amortization expense recorded on the Company’s finite-lived intangible assets is summarized as follows (in thousands): Year Ended December 31, 2025 2024 2023 Cost of revenue $ 29,820 $ 25,437 $ 22,396 Sales and marketing 11,727 12,700 12,425 Research and development 2,603 2,657 2,757 Total amortization of acquired finite-lived intangible assets $ 44,150 $ 40,794 $ 37,578 The following table outlines the estimated future amortization expense related to finite-lived intangible assets (in thousands): Years Ending December 31, 2026 $ 29,995 2027 27,686 2028 24,048 2029 8,157 2030 7,084 Thereafter 8,394 Total $ 105,364 Goodwill The following table presents the changes in carrying amount of goodwill (in thousands): Year Ended December 31, 2025 2024 Beginning balance $ 549,651 $ 539,354 Additions 23,706 11,333 Other adjustments, net (1) 726 ( 1,036 ) Ending balance $ 574,083 $ 549,651 (1) Includes post-closing working capital adjustments and the effect of foreign currency translation. There was no impairment of goodwill during any period presented. 99 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements 9. CAPITALIZED SOFTWARE DEVELOPMENT COSTS The Company’s capitalized software development costs are summarized as follows (in thousands): December 31, 2025 2024 Gross carrying amount $ 285,514 $ 205,158 Accumulated amortization ( 143,286 ) ( 92,837 ) Net capitalized software costs (1) $ 142,228 $ 112,321 (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. Amortization of capitalized software related to software used internally was $ 1.6 million and $ 3.2 million for the years ended December 31, 2025 and 2024, respectively, and is recorded in operating expenses within the accompanying consolidated statements of operations and comprehensive loss. 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. 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. The following table presents the remaining estimated amortization of capitalized software development costs as of December 31, 2025 (in thousands): Years Ending December 31, 2026 $ 69,439 2027 54,907 2028 17,626 2029 245 2030 11 Total $ 142,228 10. ACCRUED EXPENSES The following represents the components of accrued expenses contained within the Company’s consolidated balance sheets at the end of each period (in thousands): December 31, 2025 2024 Accrued bonuses $ 49,706 $ 28,878 Accrued commissions 30,417 17,885 Accrued salary, payroll tax, and employee benefit liabilities 32,173 25,210 Other accrued expenses 17,984 16,767 Total accrued expenses $ 130,280 $ 88,740 100 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements 11. COMMITMENTS AND CONTINGENCIES Purchase commitments As of December 31, 2025, future minimum payments under our non-cancellable purchase commitments for software service subscriptions and other services were as follows (in thousands): Years Ending December 31, 2026 $ 63,034 2027 48,007 2028 12,268 Total $ 123,309 Litigation From time to time, the Company may be subject to various litigation matters arising in the ordinary course of business. 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. 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. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has the Company been sued in connection with these indemnification arrangements. 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. 12. STOCKHOLDERS’ EQUITY 2021 Equity Incentive Plan In May 2021, the Company’s board of directors (the “Board”) adopted, and the stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”) with the purpose of granting stock-based awards, including stock options, stock appreciation rights, RSAs, RSUs, PSUs, and other forms of awards, to employees, directors, and consultants. As of December 31, 2024, a total of 51,863,260 shares of common stock were authorized for issuance under the 2021 Plan. The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to either (i) 5 % of the total number of shares of the Company’s common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (ii) a lesser number of shares determined by the Board prior to the applicable January 1. Accordingly, on January 1, 2025, the number of shares of common stock that may be issued under the 2021 Plan increased by an additional 7,492,656 shares. As a result, as of December 31, 2025, a total of 59,355,916 shares of common stock are authorized for issuance under the 2021 Plan. As of December 31, 2025, a total of 37,151,634 shares of common stock were available for issuance under the 2021 Plan. No stock options have been issued under the 2021 Plan. 101 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements Stock options No stock options were granted during the periods presented. The following table summarizes the stock option activity during the year ended December 31, 2025 (aggregate intrinsic value in thousands): Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2024 3,152,158 $ 12.29 3.2 $ 198,832 Exercised ( 1,087,885 ) 10.86 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 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. As of December 31, 2025, there is no unrecognized stock-based compensation cost for stock options previously granted by the Company. Restricted stock units Service-based restricted stock units In 2018, the Company began issuing RSUs to certain employees, officers, non-employee consultants, and directors. Other than as described below, all of the RSUs granted subsequent to the Company’s initial public offering (“IPO”) vest based solely on continued service, which is generally over four years on either a quarterly or annual vesting schedule. The grant date fair value of RSUs granted during 2025, 2024, and 2023 was $ 274.3 million, $ 318.4 million, and $ 238.8 million, respectively. The following table summarizes the RSU activity during the year ended December 31, 2025: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2024 7,071,443 $ 65.85 Granted 3,991,531 68.97 Vested ( 3,457,078 ) 64.79 Canceled/Forfeited ( 1,174,428 ) 66.84 Unvested at December 31, 2025 6,431,468 $ 68.18 The intrinsic value of RSUs vested during the years ended December 31, 2025, 2024, and 2023 was $ 253.5 million, $ 232.9 million, and $ 221.9 million, respectively. 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. 102 Table of Contents 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 September 2025, the Company granted Dr. Ajei S. 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 103 Table of Contents 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. As of December 31, 2025, the non-GAAP operating margin performance goal was achieved and the revenue performance goal was not achieved, which were certified in February 2025. As a result, one-third of the 2024 CEO PSUs that became eligible to vest vested on February 20, 2025. 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 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. The following table summarizes the PSU activity during the year ended December 31, 2025: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2024 155,791 $ 67.63 Granted (1) 586,259 103.62 Vested ( 50,591 ) 66.08 Canceled/Forfeited ( 86,406 ) 64.68 Unvested at December 31, 2025 605,053 $ 103.05 (1) This represents awards granted at 100 % attainment of the performance conditions. The intrinsic value of PSUs vested during the years ended December 31, 2025, 2024, and 2023 was $ 3.6 million, $ 2.3 million, and $ 0.7 million, respectively. 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. 104 Table of Contents 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 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 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. The number of shares of the Company’s common stock reserved for issuance under the ESPP automatically increases on January 1 of each year for a period of ten years , beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (i) 1 % of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year; and (ii) 3,900,000 shares, except before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Accordingly, on January 1, 2025, the number of shares of common stock reserved under the ESPP increased by an additional 1,498,531 shares. The offering periods are scheduled to start in May and November of each year. 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. 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. A participant may purchase a maximum of 2,500 shares of common stock during a purchase period. Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each six-month purchase period. The purchase price of the shares will be 85 % of the lower of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the related offering period. However, in the event the fair value of the common stock on the purchase date is lower than the fair value on the first trading day of the offering period, the offering period is terminated immediately following the purchase and a new offering period begins the following day. Participants may end their participation at any time prior to the last 15 days of a purchase period and will be repaid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The fair value of the ESPP purchase rights on the date of grant using the Black-Scholes option pricing model was estimated using the following assumptions: December 31, 2025 2024 2023 Risk-free interest rate 3.67 % to 4.24 % 4.29 % to 5.33 % 4.68 % to 5.33 % Expected term (in years) 0.5 to 1.0 0.5 to 1.0 0.5 to 1.0 Estimated dividend yield 0.00 % 0.00 % 0.00 % Estimated weighted-average volatility 40.90 % to 51.32 % 29.80 % to 44.34 % 46.29 % to 64.76 % The term of the ESPP purchase rights is the offering period. 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. The interest rate is derived from government bonds with a similar term to the ESPP purchase right granted. 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. 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. 105 Table of Contents 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. Employee payroll contributions ultimately used to purchase shares will be reclassified to stockholders’ equity on the purchase date. Stock-based compensation expense related to the ESPP is recognized on a straight-line basis over the offering period. During the years ended December 31, 2025, 2024, and 2023, the Company recognized stock-based compensation of $ 8.8 million, $ 9.3 million, and $ 10.7 million, respectively, in connection with the ESPP. During the years ended December 31, 2025, 2024, and 2023, 447,537 , 465,698 , and 575,928 shares of the Company’s common stock were purchased under the ESPP, respectively. 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-based compensation 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, 2025 2024 2023 Cost of revenue $ 12,312 $ 8,191 $ 7,388 Sales and marketing 73,817 57,629 54,901 Research and development 89,526 67,926 68,265 General and administrative 62,770 53,134 44,281 Total stock-based compensation expense $ 238,425 $ 186,880 $ 174,835 Stock-based compensation capitalized for software development and cloud-computing arrangement implementation costs 19,616 13,339 9,717 Total stock-based compensation cost $ 258,041 $ 200,219 $ 184,552 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"). 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 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 106 Table of Contents 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. 13. INCOME TAXES The domestic and foreign components of loss before provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2025 2024 2023 Domestic $ ( 100,907 ) $ ( 110,860 ) $ ( 191,132 ) Foreign 6,926 6,679 2,711 Total $ ( 93,981 ) $ ( 104,181 ) $ ( 188,421 ) The provision for income taxes is comprised of the following (in thousands): Year Ended December 31, 2025 2024 2023 Current: State $ 1,129 $ 1,094 $ 709 Foreign 12,493 1,562 1,333 Total 13,622 2,656 2,042 Deferred: Federal 42 9 4 State 57 13 6 Foreign ( 6,919 ) ( 903 ) ( 779 ) Total ( 6,820 ) ( 881 ) ( 769 ) Provision for income taxes $ 6,802 $ 1,775 $ 1,273 107 Table of Contents 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) 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 Norway 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 ) % Tax credits 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, 2024 2023 Computed expected income tax benefit $ ( 21,890 ) $ ( 39,568 ) State income taxes - net of federal income tax benefit ( 5,230 ) ( 6,175 ) Change in valuation allowance 50,681 42,855 Non-deductible expenses 1,859 4,489 Non-deductible base erosion expenses 4,481 11,403 Non-deductible officers ’ compensation 9,885 12,775 Stock-based compensation ( 8,676 ) ( 9,678 ) Tax credits (federal and state) ( 21,049 ) ( 18,226 ) Foreign rate differential ( 102 ) 40 Return-to-provision ( 8,127 ) 3,110 Other ( 57 ) 248 Provision for income taxes $ 1,775 $ 1,273 108 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements Significant components of the Company’s deferred tax assets and liabilities are presented below (in thousands): December 31, 2025 2024 Deferred tax assets: Net operating loss $ 227,150 $ 206,684 Tax credits 109,666 96,711 Lease liabilities 17,122 17,108 Stock-based compensation 8,408 9,824 Capitalized software cost 73,163 91,563 Accrued bonus 11,265 — Other 11,596 9,011 Total deferred tax assets 458,370 430,901 Valuation allowance ( 397,321 ) ( 372,901 ) Total deferred tax assets, net 61,049 58,000 Deferred tax liabilities: Lease assets ( 11,303 ) ( 12,264 ) Acquired intangible assets ( 13,732 ) ( 23,545 ) Contract cost asset ( 30,579 ) ( 18,922 ) Prepaid and accrued expenses ( 3,374 ) ( 3,816 ) Other ( 1,078 ) ( 897 ) Total deferred tax liabilities ( 60,066 ) ( 59,444 ) Total $ 983 $ ( 1,444 ) In assessing the realizability of deferred tax assets, management considers whether it is “more likely than not” that some portion or all of the deferred tax assets will be realized. Realization of future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Based on all available objective evidence management believes it is “more likely than not” that the net deferred tax assets will not be fully realizable in the U.S. as of December 31, 2025 and 2024. Accordingly, the Company’s U.S. net deferred tax assets have been fully offset by a valuation allowance. 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 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): Year Ended December 31, 2025 2024 2023 Beginning balance $ 372,901 $ 324,422 $ 282,337 Current year change 24,420 48,479 40,810 Increase in valuation allowance as a result of purchase accounting for business combinations — — 1,275 Ending balance $ 397,321 $ 372,901 $ 324,422 109 Table of Contents 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. federal and state deferred tax assets. The Company did not provide for 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. income taxes have not been provided is immaterial to these consolidated financial statements. As of December 31, 2025, the Company had federal net operating loss carryforwards (“NOL carryforwards”) of $ 913.9 million, which are comprised of definite and indefinite net operating losses. At December 31, 2025, the Company had federal NOL carryforwards of approximately $ 71.5 million, which expire at various intervals from the years 2036 through 2037 and had NOL carryforwards of $ 842.4 million which do not expire. 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 3-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. As of December 31, 2025, the Company had credits for research activities available for carryforward for federal income tax purposes of $ 109.5 million and for state income tax purposes of $ 47.8 million, which are available to offset future income tax in those jurisdictions and which began to expire in 2025 for federal and have no expiration for state. The following table summarizes the activity related to unrecognized tax benefits (in thousands): Year Ended December 31, 2025 2024 2023 Beginning balance $ 38,230 $ 29,041 $ 21,727 Increases related to current period positions 10,043 8,564 7,513 Increases (decreases) related to prior period positions 63 625 ( 199 ) Ending balance $ 48,336 $ 38,230 $ 29,041 Due to the Company’s full valuation allowance on federal and state taxes, none of the unrecognized tax benefits would affect the Company’s effective tax rate, if recognized. The Company does not anticipate any significant increases or decreases to its unrecognized tax positions within the next 12 months. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2025 and 2024, accrued interest and penalties related to income tax positions were immaterial. The Company files U.S. federal, various state, and foreign income tax returns. In the normal course of business, the Company is subject to examination by taxing authorities. The tax years from 2005 forward remain subject to examination for federal purposes. Generally, state and foreign tax authorities may examine the Company’s tax returns for four years and five years, respectively, from the date an income tax return is filed. 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. 110 Table of Contents 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, 2025 Federal $ — State and Local 1,326 Foreign Australia 1,015 India 2,194 Ireland 856 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. 14. NET LOSS PER SHARE 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. The following weighted-average potentially dilutive shares are excluded from the calculation of diluted earnings per share as they are anti-dilutive: Year Ended December 31, 2025 2024 2023 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 Shares of common stock issuable from stock options 2,717,248 3,651,108 4,979,813 Total 10,752,522 11,707,821 13,965,269 15. EMPLOYEE BENEFIT PLANS The Company has a defined-contribution plan in the U.S. intended to qualify under Section 401 of the IRC (the “401(k) Plan”). The 401(k) Plan covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company makes contributions to the plan up to 4 % of the participating employee’s W-2 earnings and wages, up to a maximum contribution of $ 5,000 . Matching contributions to the 401(k) Plan totaled $ 15.2 million, $ 13.4 million, and $ 17.2 million for the years ended December 31, 2025, 2024, and 2023, respectively. The Company also has defined-contribution plans in certain other countries. 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. 111 Table of Contents Procore Technologies, Inc. Notes to Consolidated Financial Statements 16. GEOGRAPHIC INFORMATION The following table sets forth the Company’s revenues by geographic region, which is determined based on the billing location of the customer (in thousands): Year Ended December 31, 2025 2024 2023 Revenue by geographic region U.S. $ 1,127,727 $ 981,869 $ 815,773 Rest of the world 194,781 169,839 134,237 Total revenue $ 1,322,509 $ 1,151,708 $ 950,010 Percentage of revenue by geographic region U.S. 85 % 85 % 86 % Rest of the world 15 % 15 % 14 % The following table sets forth the total of property and equipment, net, and ROU lease assets by geographic region (in thousands): December 31, 2025 2024 U.S. $ 87,220 $ 89,522 Rest of the world 17,047 14,587 Total $ 104,267 $ 104,109 17. 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 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. Due to the timing of this acquisition, the initial accounting for the acquisition, including the final purchase price and purchase price allocation, which will require a valuation as of the acquisition date, is incomplete. 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. 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. 112 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.