Form 8-K

8-K — PROCORE TECHNOLOGIES, INC.

Accession: 0001628280-26-050615

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001611052

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — pcor-20260729.htm (Primary)

EX-99.1 (pcor-q226x8xkxexx991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: pcor-20260729.htm · Sequence: 1

pcor-20260729

false000161105200016110522026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________

FORM 8-K

___________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2026

___________________________________________________

Procore Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

___________________________________________________

Delaware 001-40396 73-1636261

(State or Other Jurisdiction

of Incorporation) (Commission File Number) (IRS Employer

Identification No.)

6309 Carpinteria Avenue Carpinteria, CA

93013

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 477-6267

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

___________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange on which registered

Common stock, $0.0001 par value PCOR The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2026, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed below is being furnished with this Current Report on Form 8-K.

Exhibit

Number Description

99.1

Press Release dated July 29, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

______________________________

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Procore Technologies, Inc.

Date: July 29, 2026

By: /s/ Benjamin C. Singer

Benjamin C. Singer

Chief Legal Officer and Corporate Secretary

EX-99.1

Filename: pcor-q226x8xkxexx991.htm · Sequence: 2

Document

Exhibit 99.1

Procore Announces Second Quarter 2026 Financial Results

CARPINTERIA, CA – July 29, 2026 – Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the second quarter ended June 30, 2026.

“Our outstanding Q2 results demonstrate the continued value our platform provides to the construction industry,” said Ajei Gopal, President and CEO of Procore. “Customers are embracing our solutions, giving us more confidence in our direction, our ability to execute, and our future success. Procore offers users a system of collaboration that creates a powerful network effect across the industry, helping our customers achieve their business needs.”

“We had strong Q2 performance, including achieving GAAP operating profitability,” said Rachel Pyles, CFO of Procore. “This achievement, alongside our 16% revenue growth and free cash flow generation, underscores our commitment to driving durable, profitable growth in FY26 and the long term.”

Second Quarter 2026 Financial Highlights:

•Revenue was $375 million, an increase of 16% year-over-year.

•GAAP gross margin was 80% and non-GAAP gross margin was 84%.

•GAAP operating margin was 1% and non-GAAP operating margin was 21%.

•Operating cash inflow for the second quarter was $88 million, an increase of 185% year-over-year..

•Free cash inflow for the second quarter was $65 million, an increase of 507% year-over-year.

•Basic WASO used for earnings per share was 151,355,834, an increase of 1% year-over-year. Diluted WASO used for earnings per share was 152,793,490, a change of 0% year-over-year.

A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

Recent Business Highlights:

•Achieved a gross revenue retention rate of 95% in the second quarter.

•Number of organic customers contributing more than $100,000 of annual recurring revenue totaled 2,871 as of June 30, 2026, an increase of 14% year-over-year.

•Announced new portfolio management and capital planning capabilities to transform the way owners manage capital projects.

•Launched a connected Common Data Environment to unify and verify project data.

•Introduced an expanded Procore AI experience, featuring a new suite of AI agents powered by embedded Datagrid intelligence and built directly into Procore.

Third Quarter, Full Year, and FY’27 Outlook:

Procore is providing the following guidance for the third quarter 2026, the full year 2026, and the full year 2027:

•Third Quarter 2026 Outlook:

◦Revenue is expected to be in the range of $382 million to $384 million, representing year-over-year growth of 13.3%.

◦Non-GAAP operating margin is expected to be in the range of 19% to 19.5%.

•Full Year 2026 Outlook:

◦Revenue is expected to be in the range of $1,510 million to $1,514 million, representing year-over-year growth of 14.5% at the high end.

◦Non-GAAP operating margin is expected to be in the range of 18.5% to 19.0%.

◦Free cash flow margin is expected to be 19.5%.

•Full Year 2027 Outlook:

◦Non-GAAP operating margin is expected to be 25%.

A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future and cannot be reasonably determined or predicted at this time, although it is important to note that these factors could be material to Procore’s future GAAP financial results.

Quarterly Conference Call

Procore Technologies, Inc. will hold a conference call to discuss its second quarter results at 7:30 a.m., Central Time, on Thursday, July 30, 2026. A live audio webcast will be accessible on Procore's investor relations website at http://investors.procore.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about Procore and its industry, including our outlook for the third quarter 2026 and the full fiscal year 2026, our expectations regarding the performance of our business and product offerings, and our ability to drive durable, profitable growth, that involve substantial risks and uncertainties. All statements in this press release, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events, future financial or operating performance, or new, planned, or upgraded products, services, or features, and may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these words, or other similar terms or expressions that concern Procore’s expectations, strategy, plans, or intentions.

Procore has based the forward-looking statements contained in this press release primarily on its current expectations and projections about future events and trends that Procore believes may affect its business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors that could cause results to differ materially from Procore’s current expectations. Such factors include, but are not limited to, our expectations regarding our financial performance (including revenues, expenses, and margins, and our ability to achieve or maintain future profitability), our ability to obtain financing to support our capital requirements on satisfactory terms or at all, our ability to effectively manage our growth, and challenges in our business and in the markets in which we operate or anticipate entering into, economic and industry trends (in particular, the rate of adoption of construction management software and digitization of the construction industry, inflation, interest rates, tariffs, and challenging geopolitical or macroeconomic conditions), our ability to successfully identify and complete acquisitions, joint ventures, or investments (including our ability to successfully integrate and realize the expected benefits of the foregoing, as applicable), our ability to realize the expected benefits of our go-to-market model, our ability to attract new customers and retain and increase sales to existing customers, our ability to expand internationally, the effects of increased competition in our markets and our ability to compete effectively, our estimated total addressable market, our ability to execute, and realize benefits from, our stock repurchase program, our ability to develop and integrate new products, platform capabilities, services, and features in an efficient and timely manner and get our customers and prospective customers to adopt such new products, platform capabilities, services, and features, the impact of litigation or other disputes on our business, and other factors as set forth in Procore’s filings with the Securities and Exchange Commission, including in the section titled “Risk Factors” in Procore’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 24, 2026. You should not rely on Procore’s forward-looking statements. Procore assumes no obligation to update any forward-looking statements to reflect events or circumstances that exist or change after the date on which they were made, except as required by law.

Non-GAAP Financial Measures

In addition to Procore’s results determined in accordance with U.S. generally accepted accounting principles, or GAAP, Procore believes certain non-GAAP measures, as described below, are useful in evaluating Procore’s operating performance. Procore uses this non-GAAP financial information, collectively, to evaluate its ongoing operations as well as for internal planning and forecasting purposes. Procore believes that non-GAAP financial information, when taken collectively, is helpful to investors because it provides consistency and comparability with past financial performance, and may assist in comparisons with other companies, some of which use

similar non-GAAP financial information to supplement their GAAP results. These non-GAAP financial measures are not prepared in accordance with GAAP, and are presented for supplemental purposes only.

Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Expenses, Non-GAAP Income from Operations, Non-GAAP Operating Margin, Non-GAAP Net Income, and Non-GAAP Net Income per Share: Procore defines these non-GAAP financial measures as the respective GAAP measures, excluding stock-based compensation expense, amortization of acquired intangible assets, employer payroll tax related to employee stock transactions, acquisition-related expenses, and impacts of income tax effects. Non-GAAP gross margin is the ratio calculated by dividing non-GAAP gross profit by total revenue. Non-GAAP operating margin is the ratio calculated by dividing non-GAAP income from operations by total revenue. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Non-GAAP diluted earnings per share is computed by giving effect to all potential weighted average dilutive common stock equivalents outstanding for the period, including options to purchase common stock, restricted stock units, and shares to be issued pursuant to the employee stock purchase plan. The dilutive effect of outstanding awards is reflected in non-GAAP diluted earnings per share by application of the treasury stock method.

Stock-based compensation expense includes the net effects of capitalization and amortization of stock-based compensation expense related to capitalized software and cloud-computing arrangement implementation costs. Stock-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of the compensation provided to our employees. Because of varying available valuation methodologies, subjective assumptions, and the variety of equity instruments that can impact a company’s non-cash expenses, we believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for meaningful comparisons between its operating results from period to period. The expense related to amortization of acquired intangible assets is a non-cash expense and is dependent upon estimates and assumptions, which can vary significantly and are unique to each asset acquired; therefore, Procore believes non-GAAP measures that adjust for the amortization of acquired intangible assets provide investors a consistent basis for comparison across accounting periods. The amount of employer payroll tax-related items on employee stock transactions is dependent on restricted stock unit settlements, option exercises, related stock price, and other factors that are beyond Procore’s control and that do not correlate to the operation of the business. When evaluating the performance of its business and making operating plans, Procore does not consider these items (for example, when considering the impact of equity award grants, we place a greater emphasis on overall stockholder dilution than the accounting charges associated with such grants). Since the amount of employer payroll tax-related items on employee stock transactions is highly variable due to factors outside our control, and unrelated to Procore’s core operations, operating results, revenue-generating activities, business strategy, industry, or regulatory environment, management does not consider employer payroll tax on employee stock transactions in the evaluation of the business or in making operating plans. Accordingly, Procore believes this adjustment in arriving at our non-GAAP measures provides investors with a better understanding of the performance of its core business in a manner that is consistent with management’s view of the business. Acquisition-related expenses include external and incremental transaction costs, such as legal and due diligence costs and retention or other compensation payments. These expenses are unpredictable and generally would not have otherwise been incurred in the periods presented as part of our continuing operations. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related expenses, may not be indicative of such future costs. Procore believes that excluding acquisition-related expenses facilitates the comparison of its financial results to its historical operating results and to other companies in its industry. In the first quarter of FY26, Procore began utilizing a non-GAAP annual effective tax rate for our computation of non-GAAP income tax effects to provide better consistency across interim reporting periods. In projecting the non-GAAP tax rate, we utilize a financial projection that excludes the impact of other non-GAAP adjustments, including the current tax structure, our existing tax positions in various jurisdictions, and key legislation in major jurisdictions where we operate. We periodically re-evaluate the non-GAAP effective tax rate, as necessary, for significant events based on relevant tax law changes and material changes in our geographic profile. When evaluating the transition to using a non-GAAP annual effective tax rate, Procore considered financial projections paired with the three-year history of positive non-GAAP net income results. Procore believes that it is useful to utilize a non-GAAP annual effective rate prospectively in order to better understand the long-term performance of its core business and to facilitate comparison of its results period-over-period and to those of peer companies. All of these non-GAAP financial measures are important tools for financial and operational decision-making and for evaluating Procore's own operating results over different periods of time.

Non-GAAP financial measures may not provide information that is directly comparable to information provided by other companies in Procore's industry, as other companies in the industry may calculate non-GAAP financial measures differently. In addition, there are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial

measures used by other companies, and exclude expenses that may have a material impact on Procore's reported financial results. Unlike stock-based compensation expense, employer payroll tax related to employee stock transactions is a cash expense that we will continue to incur in the future. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Investors should review the reconciliation of non-GAAP financial measures to the comparable GAAP financial measures included below, and not rely on any single financial measure to evaluate Procore's business.

Free Cash Flow: Procore defines free cash flow as net cash provided by operating activities, less purchases of property and equipment and capitalized software development costs. Procore believes free cash flow is an important liquidity measure of the cash (if any) that is available, after our operating activities and capital expenditures. Procore uses free cash flow in conjunction with traditional GAAP measures to assess its liquidity and evaluate the effectiveness of its business strategies. Once Procore’s business needs and obligations are met, cash can be used to maintain a strong balance sheet, invest in future growth, and execute our stock repurchase program.

Other Metrics

Customer Count: The aforementioned customer count excludes customers acquired from business combinations that do not have standard Procore annual contracts.

Gross Revenue Retention Rate and Annual Recurring Revenue: For information on how we calculate gross revenue retention rate and annual recurring revenue, refer to our most recent Quarterly Report on Form 10-Q.

About Procore

Procore Technologies, Inc. (NYSE: PCOR) is a leading technology partner for every stage of construction. Built for the industry, Procore’s unified technology platform drives efficiency and mitigates risk through AI & data-driven insights and decision making. Over three million projects have run on Procore across 150+ countries. For more information, visit www.procore.com.

Media Contact

press@procore.com

Investor Contact

ir@procore.com

Procore Technologies, Inc.

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands, except share and per share amounts)

Revenue $ 375,207 $ 323,919 $ 734,490 $ 634,551

Cost of revenue(1)(2)(3)

75,411 67,732 146,904 132,658

Gross profit 299,796 256,187 587,586 501,893

Operating expenses

Sales and marketing(1)(2)(3)(4)

145,785 141,897 294,966 280,581

Research and development(1)(2)(3)(4)

93,349 88,902 178,914 176,511

General and administrative(1)(3)(4)

56,335 55,655 125,050 111,313

Total operating expenses 295,469 286,454 598,930 568,405

Income (loss) from operations 4,327 (30,267) (11,344) (66,512)

Interest income 4,422 5,015 8,944 11,012

Interest expense (179) (298) (447) (583)

Accretion income, net 714 2,027 1,711 4,474

Other income, net 5,879 2,023 5,323 2,414

Income (loss) before (benefit from) provision for income taxes 15,163 (21,500) 4,187 (49,195)

(Benefit from) provision for income taxes (1,759) (411) (3,639) 4,883

Net income (loss) $ 16,922 $ (21,089) $ 7,826 $ (54,078)

Net income (loss) per share attributable to common stockholders, basic $ 0.11 $ (0.14) $ 0.05 $ (0.36)

Net income (loss) per share attributable to common stockholders, diluted $ 0.11 $ (0.14) $ 0.05 $ (0.36)

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 151,355,834 149,663,744 151,154,487 149,829,900

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted 152,793,490 149,663,744 153,028,597 149,829,900

(1)Includes stock-based compensation expense and amortization of capitalized stock-based compensation as follows:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Cost of revenue $ 6,196 $ 5,868 $ 12,138 $ 11,136

Sales and marketing 18,160 17,589 38,748 32,539

Research and development 21,994 21,237 40,549 39,661

General and administrative 14,212 13,718 29,614 26,100

Total stock-based compensation expense* $ 60,562 $ 58,412 $ 121,049 $ 109,436

*Includes amortization of capitalized stock-based compensation of $3.8 million and $2.8 million, respectively, for the three months ended June 30, 2026 and 2025; and $7.3 million and $5.6 million, respectively, for the six months ended June 30, 2026 and 2025; which was initially capitalized as capitalized software and cloud-computing arrangement implementation costs.

(2)Includes amortization of acquired intangible assets as follows:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Cost of revenue $ 8,311 $ 8,015 $ 16,019 $ 15,617

Sales and marketing 905 3,346 2,026 6,651

Research and development 221 658 883 1,290

Total amortization of acquired intangible assets $ 9,437 $ 12,019 $ 18,928 $ 23,558

(3)Includes employer payroll tax on employee stock transactions as follows:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Cost of revenue $ 129 $ 200 $ 303 $ 461

Sales and marketing 572 748 1,324 1,879

Research and development 687 1,103 1,737 2,829

General and administrative 315 462 817 1,345

Total employer payroll tax on employee stock transactions $ 1,703 $ 2,513 $ 4,181 $ 6,514

(4)Includes acquisition-related expenses as follows:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Sales and marketing $ 166 $ 138 $ 320 $ 794

Research and development 3,001 695 5,587 1,744

General and administrative 1,298 166 2,543 541

Total acquisition-related expenses $ 4,465 $ 999 $ 8,450 $ 3,079

Procore Technologies, Inc.

Condensed Consolidated Balance Sheets (unaudited)

June 30,

2026 December 31,

2025

(in thousands)

Assets

Current assets

Cash and cash equivalents $ 494,392 $ 480,684

Marketable securities, current 161,522 287,802

Accounts receivable, net 241,441 287,805

Contract cost asset, current 61,758 55,384

Prepaid expenses and other current assets 83,475 55,157

Total current assets 1,042,588 1,166,832

Marketable securities, non-current — 42,529

Capitalized software development costs, net 152,740 142,228

Property and equipment, net 50,538 48,624

Right of use assets - finance leases 28 19,619

Right of use assets - operating leases 47,603 36,024

Contract cost asset, non-current 88,233 79,004

Intangible assets, net 140,934 105,364

Goodwill 688,407 574,083

Other assets 32,667 24,758

Total assets $ 2,243,738 $ 2,239,065

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable $ 33,094 $ 25,168

Accrued expenses 113,829 130,280

Deferred revenue, current 673,491 687,062

Other current liabilities 70,748 42,047

Total current liabilities 891,162 884,557

Deferred revenue, non-current 5,180 6,041

Finance lease liabilities, non-current 2 26,557

Operating lease liabilities, non-current 58,813 45,855

Other liabilities, non-current 10,131 13,793

Total liabilities 965,288 976,803

Stockholders’ equity

Common stock 15 15

Additional paid-in capital 2,618,652 2,609,093

Accumulated other comprehensive loss (2,467) (1,270)

Accumulated deficit (1,337,750) (1,345,576)

Total stockholders’ equity 1,278,450 1,262,262

Total liabilities and stockholders’ equity $ 2,243,738 $ 2,239,065

Remaining performance obligation:

The following table presents our current and non-current RPO at the end of each period:

June 30, Change

2026 2025 Dollar Percent

(dollars in thousands)

Remaining performance obligations

Current $ 1,072,490 $ 879,489 $ 193,001 22 %

Non-current 597,425 464,268 133,157 29 %

Total remaining performance obligations $ 1,669,915 $ 1,343,757 $ 326,158 24 %

Procore Technologies, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Operating activities

Net income (loss) $ 16,922 $ (21,089) $ 7,826 $ (54,078)

Adjustments to reconcile net income (loss) to net cash provided by operating activities

Stock-based compensation 56,756 55,591 113,756 103,870

Depreciation and amortization 30,805 27,237 59,972 54,092

Accretion of discounts on marketable debt securities, net (715) (1,870) (1,712) (4,295)

Abandonment of long-lived assets 486 2,101 1,884 2,455

Gain on lease modifications (5,775) — (5,775) —

Noncash operating lease expense 1,800 1,374 3,475 2,929

Unrealized foreign currency loss (gain), net 803 (1,014) 3,136 (2,150)

Deferred income taxes (135) (647) (4,192) 1,568

Provision for (benefit from) credit losses 107 (57) (94) (966)

(Increase) decrease in fair value of strategic investments (6,486) (41) (6,590) 183

Changes in operating assets and liabilities, net of effect of asset acquisitions and business combinations

Accounts receivable (57,075) (31,709) 46,805 54,618

Deferred contract cost assets (14,374) (13,606) (15,699) (20,175)

Prepaid expenses and other assets 4,104 (1,782) (6,573) (9,236)

Accounts payable 15,072 (1,903) 8,188 (12,973)

Accrued expenses and other liabilities 29,424 21,512 (21,780) 11,632

Deferred revenue 17,894 (1,741) (15,739) (28,309)

Operating lease liabilities (1,740) (1,528) (2,259) (2,309)

Net cash provided by operating activities 87,873 30,828 164,629 96,856

Investing activities

Purchases of property and equipment (7,017) (2,975) (9,943) (7,008)

Capitalized software development costs (16,329) (17,226) (34,117) (32,557)

Purchases of strategic investments 165 (352) (366) (902)

Sales of strategic investments 372 — 372 —

Purchases of marketable securities — (84,008) — (218,606)

Maturities of marketable securities 44,720 87,872 63,111 223,659

Sales of marketable securities — — 106,731 —

Business combinations, net of cash acquired — (262) (158,896) (41,515)

Asset acquisitions, net of cash acquired — — — (3,533)

Net cash provided by (used in) investing activities 21,911 (16,951) (33,108) (80,462)

Financing activities

Proceeds from stock option exercises 1,913 5,293 4,416 7,607

Proceeds from employee stock purchase plan 13,007 14,404 13,007 14,404

Repurchases of common stock — (3,131) (100,035) (103,160)

Payment of tax withholding for net share settlement (15,222) (21,578) (30,513) (49,855)

Payment of deferred asset acquisition consideration — — (300) —

Principal payments under finance lease agreements, net of proceeds from lease incentives (304) (412) (728) (800)

Net increase in funds held for customers 18,309 — 22,139 —

Net cash provided by (used in) financing activities 17,703 (5,424) (92,014) (131,804)

Net increase (decrease) in cash and cash equivalents 127,487 8,453 39,507 (115,410)

Effect of exchange rate changes on cash (809) 2,075 (3,681) 1,950

Cash, cash equivalents, and restricted cash, beginning of period 399,394 313,734 490,246 437,722

Cash, cash equivalents, and restricted cash, end of period $ 526,072 $ 324,262 $ 526,072 $ 324,262

Procore Technologies, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)

Reconciliation of gross profit and gross margin to non-GAAP gross profit and non-GAAP gross margin:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(dollars in thousands)

Revenue $ 375,207 $ 323,919 $ 734,490 $ 634,551

Gross profit 299,796 256,187 587,586 501,893

Stock-based compensation expense 6,196 5,868 12,138 11,136

Amortization of acquired technology intangible assets 8,311 8,015 16,019 15,617

Employer payroll tax on employee stock transactions 129 200 303 461

Non-GAAP gross profit $ 314,432 $ 270,270 $ 616,046 $ 529,107

Gross margin 80 % 79 % 80 % 79 %

Non-GAAP gross margin 84 % 83 % 84 % 83 %

Reconciliation of operating expenses to non-GAAP operating expenses:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(dollars in thousands)

Revenue $ 375,207 $ 323,919 $ 734,490 $ 634,551

GAAP sales and marketing 145,785 141,897 294,966 280,581

Stock-based compensation expense (18,160) (17,589) (38,748) (32,539)

Amortization of acquired intangible assets (905) (3,346) (2,026) (6,651)

Employer payroll tax on employee stock transactions (572) (748) (1,324) (1,879)

Acquisition-related expenses (166) (138) (320) (794)

Non-GAAP sales and marketing $ 125,982 $ 120,076 $ 252,548 $ 238,718

GAAP sales and marketing as a percentage of revenue 39 % 44 % 40 % 44 %

Non-GAAP sales and marketing as a percentage of revenue 34 % 37 % 34 % 38 %

GAAP research and development $ 93,349 $ 88,902 $ 178,914 $ 176,511

Stock-based compensation expense (21,994) (21,237) (40,549) (39,661)

Amortization of acquired intangible assets (221) (658) (883) (1,290)

Employer payroll tax on employee stock transactions (687) (1,103) (1,737) (2,829)

Acquisition-related expenses (3,001) (695) (5,587) (1,744)

Non-GAAP research and development $ 67,446 $ 65,209 $ 130,158 $ 130,987

GAAP research and development as a percentage of revenue 25 % 27 % 24 % 28 %

Non-GAAP research and development as a percentage of revenue 18 % 20 % 18 % 21 %

GAAP general and administrative $ 56,335 $ 55,655 $ 125,050 $ 111,313

Stock-based compensation expense (14,212) (13,718) (29,614) (26,100)

Employer payroll tax on employee stock transactions (315) (462) (817) (1,345)

Acquisition-related expenses (1,298) (166) (2,543) (541)

Non-GAAP general and administrative $ 40,510 $ 41,309 $ 92,076 $ 83,327

GAAP general and administrative as a percentage of revenue 15 % 17 % 17 % 18 %

Non-GAAP general and administrative as a percentage of revenue 11 % 13 % 13 % 13 %

Reconciliation of income (loss) from operations and operating margin to non-GAAP income from operations and non-GAAP operating margin:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(dollars in thousands)

Revenue $ 375,207 $ 323,919 $ 734,490 $ 634,551

Income (loss) from operations 4,327 (30,267) (11,344) (66,512)

Stock-based compensation expense 60,562 58,412 121,049 109,436

Amortization of acquired intangible assets 9,437 12,019 18,928 23,558

Employer payroll tax on employee stock transactions 1,703 2,513 4,181 6,514

Acquisition-related expenses 4,465 999 8,450 3,079

Non-GAAP income from operations $ 80,494 $ 43,676 $ 141,264 $ 76,075

Operating margin 1 % (9 %) (2 %) (10 %)

Non-GAAP operating margin 21 % 13 % 19 % 12 %

Reconciliation of net income (loss) and net income (loss) per share to non-GAAP net income and non-GAAP net income per share:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands, except share and per share amounts)

Revenue $ 375,207 $ 323,919 $ 734,490 $ 634,551

Net income (loss) 16,922 (21,089) 7,826 (54,078)

Stock-based compensation expense 60,562 58,412 121,049 109,436

Amortization of acquired intangible assets 9,437 12,019 18,928 23,558

Employer payroll tax on employee stock transactions 1,703 2,513 4,181 6,514

Acquisition-related expenses 4,465 999 8,450 3,079

Provision for income taxes* (20,939) — (36,566) —

Non-GAAP net income $ 72,150 $ 52,854 $ 123,868 $ 88,509

Numerator:

Non-GAAP net income $ 72,150 $ 52,854 $ 123,868 $ 88,509

Denominator:

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 151,355,834 149,663,744 151,154,487 149,829,900

Effect of dilutive securities: Employee stock awards 1,437,656 3,149,309 1,874,110 4,324,779

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted 152,793,490 152,813,053 153,028,597 154,154,679

GAAP net income (loss) per share, basic $ 0.11 $ (0.14) $ 0.05 $ (0.36)

GAAP net income (loss) per share, diluted $ 0.11 $ (0.14) $ 0.05 $ (0.36)

Non-GAAP net income per share, basic $ 0.48 $ 0.35 $ 0.82 $ 0.59

Non-GAAP net income per share, diluted $ 0.47 $ 0.35 $ 0.81 $ 0.57

*For the three and six months ended June 30, 2026, management has used an estimated annual effective non-GAAP tax rate of 21%.

Computation of free cash flow:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Net cash provided by operating activities $ 87,873 $ 30,828 $ 164,629 $ 96,856

Purchases of property and equipment (7,017) (2,975) (9,943) (7,008)

Capitalized software development costs (16,329) (17,226) (34,117) (32,557)

Non-GAAP free cash flow $ 64,527 $ 10,627 $ 120,569 $ 57,291

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