PROCORE TECHNOLOGIES, INC. 10-K

Item 9A. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2025, the end of the period covered by this report. Based on the Company’s evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. (b) Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Based on the results of our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K. (c) Changes in Internal Control Over Financial Reporting. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. There have not been any changes in internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. (d) Limitations on Effectiveness of Controls and Procedures Our management, including our chief executive officer and chief financial officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of 113 Table of Contents controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information. Insider Trading Arrangements During the quarterly period ended December 31, 2025, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase of sale of our securities as set forth in the table below. Type of Trading Arrangement Name and Position Action Adoption/Termination Date Rule 10b5-1 (1) Non-Rule 10b5-1 (2) Total Shares of Common Stock to be Sold (3) Expiration Date Craig F. Courtemanche, Jr. , Director Adoption December 9, 2025 x 448,975 March 10, 2027 (1) Contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. (2) “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. (3) Represents the maximum number of shares that may be sold pursuant to the Rule 10b5-1 trading arrangement. The number of shares actually sold may be lower and will depend on the satisfaction of certain conditions as set forth in the written plan. Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections. Not applicable. 114 Table of Contents PART III Certain information required by Part III is incorporated herein by reference to our definitive proxy statement for our 2025 Annual Meeting of Stockholders (“Proxy Statement”), which will be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. Item 10. Directors, Executive Officers and Corporate Governance. We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors, and employees, which is available on our website at investors.procore.com under “Governance.” We intend to satisfy any disclosure requirements under the applicable rules of the SEC or NYSE regarding an amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our website, at the Internet address and location specified above. The remaining information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. Item 11. Executive Compensation. The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. 115 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as a part of this Annual Report on Form 10-K: (1) Financial Statements. • Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. (2) Financial Statement Schedules. • All financial statement schedules have been omitted, as the information is not applicable or is not required under the related instructions, or because the information required is already included in the financial statements or the notes thereto. (3) Exhibits. • We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference. Exhibit Index Incorporated by Reference Exhibit Number Description of Exhibit Form File Number Exhibit Filing Date 3.1† Amended and Restated Certificate of Incorporation of the Registrant 8-K 001-40396 3.1 May 24, 2021 3.2† Amended and Restated Bylaws of the Registrant 8-K 001-40396 3.1 December 6, 2024 4.1† Form of common stock certificate of the Registrant S-1/A 333-236789 4.1 May 6, 2021 4.2† Sixth Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated September 24, 2019 S-1/A 333-236789 4.2 February 28, 2020 4.3† Description of Registrant’s Securities 10-K 001-40396 4.3 February 26, 2025 10.1†+ Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers S-1/A 333-236789 10.1 May 6, 2021 10.2†+ Procore Technologies, Inc. 2014 Equity Incentive Plan and related form agreements S-1/A 333-236789 10.2 February 28, 2020 10.3*+ Procore Technologies, Inc. 2021 Equity Incentive Plan, as amended, and related form agreements 10.4†+ Procore Technologies, Inc. 2021 Employee Stock Purchase Plan S-1/A 333-236789 10.4 May 10, 2021 10.5†+ Cash Incentive Bonus Plan S-1/A 333-236789 10.10 February 28, 2020 10.6*+ Non-Employee Director Compensation Policy 10.7†+ Offer Letter by and between Benjamin Singer and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.14 May 6, 2021 10.8†+ Offer Letter by and between Steven Scott Davis and the Registrant, dated as of October 6, 2022 10-Q 001-40396 10.1 November 4, 2022 10.9†+ Offer Letter by and between Howard Fu and the Registrant, dated as of May 8, 2023 8-K 001-40396 10.10 May 8, 2023 10.10†+ Offer Letter by and between Lawrence Joseph Stack and the Registrant, dated as of April 1, 2024 10-Q 001-40396 10.10 May 2, 2024 10.11†+ Offer Letter by and between Ajei S. Gopal and the Registrant, dated September 22, 2025 8-K 001-40396 10.1 September 22, 2025 10.12†+ Severance Agreement by and between Ajei S. Gopal and the Registrant, dated September 22, 2025 8-K 001-40396 10.2 September 22, 2025 10.13†+ Proprietary Information and Inventions Agreement by and between Ajei S. Gopal and the Registrant, dated September 22, 2025 8-K 001-40396 10.3 September 22, 2025 10.14†+ Indemnification Agreement by and between Ajei S. Gopal and the Registrant, dated September 22, 2025 8-K 001-40396 10.1 September 22, 2025 10.15†+ 2025 Form of Executive Severance Agreement between the Registrant and each of its executive officers 10-Q 001-40396 10.1 May 2, 2025 19.1† Insider Trading Policy, as amended 10-K 001-40396 10.1 February 26, 2025 21.1* List of subsidiaries of the Registrant 23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm 24.1* Power of Attorney (included on signature page) 31.1* Section 302 Certification of Principal Executive Officer 31.2* Section 302 Certification of Principal Financial Officer 32.1*# Section 906 Certification of Principal Executive Officer 32.2*# Section 906 Certification of Principal Financial Officer 97.1† Incentive Compensation Recoupment Policy 10-K 001-40396 97.1 February 26, 2024 101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith. † Previously filed. + Indicates management contract or compensatory plan. # The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act, irrespective of any general incorporation language contained in any such filing. Item 16. Form 10-K Summary. None. 116 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Procore Technologies, Inc. Date: February 24, 2026 By: /s/ Ajei S. Gopal Ajei S. Gopal President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ajei S. Gopal and Howard Fu, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof. 117 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Ajei S. Gopal President, Chief Executive Officer, and Director (Principal Executive Officer) February 24, 2026 Ajei S. Gopal /s/ Howard Fu Chief Financial Officer and Treasurer (Principal Financial Officer) February 24, 2026 Howard Fu /s/ William F. Fleming, Jr. Senior Vice President, Corporate Controller (Principal Accounting Officer) February 24, 2026 William F. Fleming, Jr. /s/ Kathryn A. Bueker Director February 24, 2026 Kathryn A. Bueker /s/ Nanci E. Caldwell Director February 24, 2026 Nanci E. Caldwell /s/ Erin M. Chapple Director February 24, 2026 Erin M. Chapple /s/ Craig F. Courtemanche, Jr. Director February 24, 2026 Craig F. Courtemanche, Jr. /s/ William J.G. Griffith IV Director February 24, 2026 William J.G. Griffith IV /s/ Ronald W. Hovsepian Director February 24, 2026 Ronald W. Hovsepian /s/ Kevin J. O’Connor Director February 24, 2026 Kevin J. O’Connor /s/ Graham V. Smith Director February 24, 2026 Graham V. Smith /s/ Elisa A. Steele Director February 24, 2026 Elisa A. Steele 118