UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

FORM 10-K

_____________________________________________________________

(Mark One)


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-40396

_____________________________________________________________

Procore Technologies, Inc.

(Exact name of Registrant as specified in its Charter)

_____________________________________________________________


Delaware			73-1636261
(State or other jurisdiction of incorporation or organization)			(I.R.S. 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

_____________________________________________________________

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes x No o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The New York Stock Exchange on June 30, ~~2024~~2025, was $78,~~044~~209.45 million.

The number of shares of Registrant’s Common Stock outstanding as of February 19, ~~2025~~2026 was ~~149~~150,~~924~~100,~~206~~482.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement relating to the registrant’s ~~2025~~2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s ~~2024~~2025 fiscal year ended December 31, ~~2024~~2025.

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		Page
PART I
Item 1.	Business	5
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	4546
Item 1C.	Cybersecurity	4546
Item 2.	Properties	4647
Item 3.	Legal Proceedings	4647
Item 4.	Mine Safety Disclosures	4647
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4748
Item 6.	[Reserved]	4850
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4951
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	6770
Item 8.	Financial Statements and Supplementary Data	6871
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~106~~113
Item 9A.	Controls and Procedures	~~106~~113
Item 9B.	Other Information	~~107~~114
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~107~~114
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~108~~115
Item 11.	Executive Compensation	~~108~~115
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~108~~115
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~108~~115
Item 14.	Principal Accountant Fees and Services	~~108~~115
PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~109~~116
Item 16	Form 10-K Summary	~~109~~116

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Annual Report on Form 10-K are forward-looking statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and our objectives for future operations. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain 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 our expectations, strategy, plans, or intentions. These forward-looking statements include, ~~but are not limited to,~~ statements concerning the following:

•our expectations regarding our financial performance, including revenues, expenses, and margins, and our ability to achieve or maintain future profitability;

•our ability to effectively manage our growth and investments, including through ~~the evolution of~~ our go-to-market (“GTM”) operating model;

•anticipated performance, trends, growth rates, and challenges in our business and in the markets in which we currently or may in the future operate;

•economic and industry trends, in particular the rate of adoption of construction management software and digitization of the construction industry, inflation, and challenging macroeconomic and geopolitical conditions;

•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 ability to develop new products, platform capabilities, services, and features, including bundled packages, and whether our customers and prospective customers will adopt these new products, platform capabilities, services, and features;

•our ability to successfully incorporate artificial intelligence (“AI”) into our products, services, and platform, and deploy AI in our business operations;

•our ability to maintain, protect, and enhance our brand;

•the sufficiency of our cash to meet our cash needs for at least the next 12 months;

•future acquisitions, joint-ventures, or investments, including our strategic investments and investments in marketable securities;

•our ability to comply or remain in compliance with laws and regulations that currently apply or become applicable to our business in the United States (“U.S.”) and internationally;

•our reliance on key personnel and our ability to attract, maintain, and retain management and skilled personnel;

•our expectations regarding the impact of litigation and other disputes on our business;

•the timing, price, and quantity of repurchases of shares of our common stock under our stock repurchase program, and our ability to fund any such repurchases;

•the future trading price of our common stock; and

•our ability to identify, assess, and manage cybersecurity threats and risks.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our 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 described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur,

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Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe,” and similar statements, reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report on Form 10-K. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not ~~place~~rely ~~undue reliance~~ on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

Unless the context requires otherwise, references in this Annual Report on Form 10-K to the “Company,” “Procore,” “we,” “us,” and “our” refer to Procore Technologies, Inc. and its consolidated subsidiaries.

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RISK FACTORS SUMMARY

Investing in our common stock involves a high degree of risk. Below is a summary of factors material to our business that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, as well as other risks we face can be found under the heading “Risk Factors” in Part I of this Annual Report on Form 10-K.

Our business is subject to a number of risks of which you should be aware before making a decision to invest in our common stock. These risks include, among others, the following:

•we have experienced rapid growth in prior periods, and such growth may not be indicative of our future performance. If we fail to properly manage future growth, our business, financial condition, results of operations, and prospects could be materially adversely affected;

•we have a history of losses and may not be able to achieve or sustain profitability in the future;

•our business has been, and may continue to be, significantly impacted by changes in the economy, in spending across the construction industry, and in the size and growth of our addressable market;

•the construction management software industry is evolving rapidly and may not develop in ways we expect. If we fail to respond adequately to changes in the industry, our business, financial condition, results of operations, and prospects could be materially adversely affected;

•our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to retain and expand our customer base, attract investors, and recruit and retain qualified personnel may be impaired, and our business, ~~may~~financial conditions, results of operations, and prospects could be ~~harmed~~materially adversely affected;

•our ability to increase our customer base, expand existing customers'’ use of our platform, and achieve broader market acceptance of our products, services, and platform will significantly depend on our ability to develop and expand our sales and marketing capabilities, ~~including through the evolution of our GTM operating model,~~ and any failure to do so could materially adversely affect our business, financial condition, results of operations, and prospects;

•weour ~~have~~failure ~~experienced,~~to ~~and~~successfully ~~may~~incorporate ~~continue~~AI tointo ~~experience~~our products, ~~disruptions~~services, and ~~adverse~~platform, ~~impacts~~as towell as our ~~financial~~business ~~and~~operations, ~~operating~~or ~~results~~our asfailure weto ~~continue~~comply towith ~~invest~~laws, inregulations, ~~and~~contractual ~~implement~~obligations, ~~our~~or ~~evolved~~other ~~GTM~~requirements ~~operating~~that ~~model,~~now ~~and~~or ~~any~~in ~~failure~~the tofuture ~~manage~~could ~~such~~apply ~~disruptions~~to ~~and~~our ~~adverse~~use ~~impacts~~of AI, could materially adversely affect our business, financial condition, results of operations, and prospects;

•because we recognize revenue from subscriptions to access our products over the term of the subscription, downturns or upturns in new business will not be immediately reflected in our results of operations;

•we are continuing to expand our operations outside the U.S., where we may be subject to increased business, regulatory, and economic risks (including fluctuations in currency exchange rates) that could materially adversely affect our business, financial condition, results of operations, and prospects;

•we operate in a competitive market, and we must continue to compete effectively;

•interruptions or performance issues associated with or otherwise impacting our products, services, and platform, including the interoperability of our platform across devices, operating systems, and third-party applications, could materially adversely affect our business, financial condition, results of operations, and prospects;

•if we lose key management personnel or if we are unable to retain or hire ~~additional~~ qualified personnel, we may not be able to achieve our strategic objectives and our business, financial condition, results of operations, and prospects could be materially adversely affected;

•if we cannot maintain our company culture as we grow, we could lose the innovation, teamwork, passion, and focus on execution that we believe contribute to our success;

•we and the third parties with which we work are subject to stringent, changing, and potentially inconsistent laws, regulations, rules, policies, and obligations related to data privacy and security, ~~both domestically and internationally, and our actual or perceived failure to comply with such~~

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both domestically and internationally, and our actual or perceived failure to comply with such obligations, or the failure or perceived failure of third parties with which we work to comply with such obligations, could lead to regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse consequences, any of which could materially adversely affect our business, financial condition, results of operations, and prospects;

•if our information technology (“IT”) systems or data, or those of third parties with which we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including, ~~but not limited to,~~ regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse consequences, any of which could materially adversely affect our business, financial condition, results of operations, and prospects;

•our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets and otherwise materially adversely affect our business, financial condition, results of operations, and prospects;

•we may be unsuccessful in making, integrating, and maintaining acquisitions, joint ventures, and strategic investments, which could materially adversely affect our business, financial condition, results of operations, and prospects;

•if we fail to maintain an effective system of disclosure controls and internal control over our financial reporting, including our acquired companies, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired and our business, financial condition, results of operations, and prospects could be materially adversely affected;

•our business could be disrupted by macroeconomic factors, geopolitical events, or catastrophic occurrences; and

•we cannot guarantee that our stock repurchase program will enhance stockholder value, and any stock repurchases we make could increase the volatility of our common stock and diminish the cash reserves we have available to fund working capital and other projects, and any failure to repurchase our common stock after we have announced our intention to do so may negatively affect the price of our common stock.

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PART I

Item 1. Business.

Overview

Our mission is to connect everyone in construction on a global platform.

We are the leading global provider of ~~cloud-based~~ construction management software, and are helping transform one of the oldest, largest, and least digitized industries in the world. We focus exclusively on connecting and empowering the construction industry’s key stakeholders, such as owners, general contractors, and specialty contractors, to collaborate and access our capabilities from any location on any ~~internet-~~connected device. Our platform is modernizing and digitizing construction management by enabling timely access to critical project information, simplifying complex workflows, and facilitating seamless communication among relevant stakeholders, all of which we believe positions us to serve as ~~the~~a critical system of record and collaboration for the construction industry. We ~~are~~ also ~~continuing~~continue to develop other ~~programs~~products and services to address related challenges faced by the construction industry’s key stakeholders. ~~Adoption~~Our ~~of our~~ products, services, and platform ~~helps~~help our customers increase productivity and efficiency, reduce rework and costly delays, improve safety and compliance, and enhance financial transparency and accountability.

In short, we build the software for the people that build the world.

We have established our leading market position by focusing on serving the unique needs of the construction industry. We work directly with stakeholders to develop the products and services they need and to provide high-quality support, available to all users at no additional charge. Our four integrated product categories—Preconstruction, Project Execution, Resource Management, and Financial Management—automate workflows, provide timely visibility, offer advanced analytics, and support collaboration across key stages of the construction project lifecycle. ~~Each~~In ofFebruary ~~our~~2026, ~~products~~we ~~can~~began beoffering ~~accessed~~customers ~~from~~access ~~the~~to ~~office~~our orproducts ~~the~~in ~~jobsite~~four onbundled ~~computers~~packages—Project Execution, ~~smartphones~~Cost Management, ~~and~~Resource ~~tablets~~Management, ~~enabling~~and ~~users~~Project Lifecycle Management—each of which consists of tiers that offer different levels of access to ~~work~~our ~~wherever~~products. We also offer agentic AI capabilities to automate workflows across the ~~job~~entire ~~requires~~construction lifecycle. Platform capabilities like our ~~open~~ application programming interfaces (“APIs”) and our application marketplace (“App Marketplace”) allow customers to integrate our products with their internal systems. We offer ~~over~~many ~~500~~categories of integrations, including accounting, document management, and scheduling software, which provide our users with choice and flexibility, and ~~demonstrably~~ increase the stickiness of our platform as wea ~~aim~~critical ~~to become the construction industry’s~~ system of record. Our customers range from small businesses managing a few million dollars of annual construction volume to global enterprises managing billions of dollars of annual construction volume. Our core customers are owners, general contractors, and specialty contractors operating across the residential and non-residential segments of the construction industry. Our customers rely on our platform to help run their businesses more efficiently and safely, with enhanced collaboration ~~and accountability among key stakeholders. We generate substantially all of our revenue from subscriptions to access our products. We primarily sell our products on a subscription basis~~ for ~~a fixed fee with pricing generally based on~~ the ~~number and mix of products a customer subscribes to and the fixed aggregate dollar volume of~~ construction ~~work contracted to run on our platform annually, which we refer to as annual construction volume~~industry. To help our customers address the variable nature of their construction volume, we offer (a) annual subscription contracts with construction volume over a one-year period; (b) multi-year subscription contracts with construction volume measured over successive one-year periods; and (c) pooled volume contracts with fixed flat annual fees based on construction volume measured over multiple years (typically, two- or three-year periods). As our customers subscribe to additional products or increase the annual construction volume contracted to run on our platform, we generate more revenue. We do not provide refunds for unused construction volume, or charge customers based on consumption or on a per-project basis.

Our ~~business~~customers ~~model~~range isfrom ~~designed~~small tobusinesses ~~encourage~~managing ~~rapid,~~a ~~widespread~~few ~~adoption~~million dollars of ~~our~~annual ~~products~~construction byvolume ~~allowing~~to ~~for~~global ~~unlimited~~enterprises ~~users,~~managing ~~meaning~~billions weof dodollars ~~not~~of ~~charge~~annual aconstruction ~~per-seat or per-user fee~~volume. ~~Customers~~Our ~~can~~core ~~invite~~customers ~~all~~are ~~project participants, including~~ owners, general contractors, and specialty contractors, ~~architects,~~operating ~~and~~across ~~engineers,~~the toresidential ~~engage~~and ~~with~~non-residential ~~our~~segments ~~platform as part~~ of athe ~~project~~construction ~~team without incurring additional fees~~industry. ~~Customers~~Our ~~typically~~customers ~~invite~~rely ~~participants~~on ~~to join~~ our platform, ~~including their employees and collaborators, who are other project participants that engage with our platform but do not pay us for such use. Collaborators have access~~ to ~~relevant~~help ~~project~~run ~~information and product features for the duration of~~ their ~~involvement~~businesses inmore aefficiently ~~project~~ and ~~are incentivized to become customers~~safely, aswith ~~collaborators~~enhanced docollaboration ~~not control what information they get access to, may not be able to access project information after a job is complete,~~ and ~~cannot~~accountability ~~run~~among ~~their~~key ~~complete~~stakeholders. ~~portfolio of projects on our~~

Our business model is designed to encourage rapid, widespread adoption of our products by allowing for unlimited users. We typically do not charge a per-seat or per-user fee, meaning that customers can invite all project participants, including owners, general contractors, specialty contractors, architects, and engineers, to engage with our platform as part of a project team without incurring additional fees. We offer access to our

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products on a per-user basis to certain of our owner customers who have preferred to purchase access on a per-user basis. Customers are able to invite project participants to join our platform, including their employees and collaborators, who are other project participants that engage with our platform but do not pay us for such use. Collaborators have access to relevant project information and product features for the duration of their involvement in a project and are incentivized to become customers, as collaborators do not control what information they get access to, may not be able to access project information after a job is complete, and cannot run their complete portfolio of projects on our platform. Once collaborators have used our platform, they may potentially become customers and evangelize Procore on future projects. ~~Although~~Multiple ~~we do not charge a per-seat or per-user fee, multiple~~ participants can be customers on the same project, which allows each of them to manage their own discrete workflows for the project and retain access to project information for the duration of their subscription ~~and~~while ~~allows~~allowing us to receive revenue from multiple customers on the same project independent of seat count.

We believe that the market for our platform is large, and we are highly focused on our long-term growth. Our ability to generate revenue, continue to grow our business, and serve the broader needs of the construction industry depends on our ability to efficiently acquire new customers, retain existing customers and expand their use of our products, services, and platform, and maintain or increase the pricing of, and value provided by, our products and services. We drive new customer acquisitions by investing across our sales and marketing engine to engage prospective customers, increase brand awareness, and drive adoption of our products, services, and platform. We drive retention of existing customers and expansion of their use of our products, services, and platform by focusing on our customers’ success.

Despite macroeconomic challenges, we have seen an increase in the number of customers that contributed more than $100,000 of annual recurring revenue (“ARR”), which was 2,~~333~~710, 2,~~008~~333, and 12,~~576~~008 as of December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively, reflecting year-over-year growth rates of 16% in ~~2024~~2025 and 2716% in ~~2023~~2024. Customers that contributed more than $100,000 of ARR represented 6366%, 6063%, and 5760% of total ARR in each of the annual periods ending December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. The number of customers that contributed more than $1,000,000 of ARR was 86115, 6286, and 4762 as of December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively, reflecting year-over-year growth rates of 3934% in ~~2024~~2025 and 3239% in ~~2023~~2024. Customers that contributed more than $1,000,000 of ARR represented 1720%, 1417%, and 1214% of total ARR in each of the annual periods ending December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. As of December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, the number of customers on our platform was 17,~~088~~850, 1617,~~367~~088, and 1416,~~488~~367, respectively, reflecting year-over-year growth rates of 4% in ~~2024~~2025 and 134% in ~~2023~~2024. Our total customer count is heavily influenced by the number of small- and medium-sized business (“SMB”) customers we add in a given period. ~~Furthermore,~~ SMB customers represent a small portion of our total ARR, whereas Enterprise and Mid Market customers represent the vast majority of our total ARR. AsFor athat ~~result~~reason, we do not believe our total customer count is an accurate representation of our business performance and plan to discontinue the disclosure of total customer count starting in 2026. We believe the better metric to assess our business performance is the growth in the number of customers that contributed more than $100,000 of ARR, which has grown from 650 at the time of our IPO to more than 2,700 customers today. We began to disclose this metric on a quarterly basis starting in the second fiscal quarter of 2024 and plan to continue sharing this metric on a quarterly basis going forward. All aforementioned customer counts exclude customers acquired from business combinations that do not have standard Procore annual contracts. For a description of how we calculate ARR, see the sub-heading titled “Acquiring New Customers and Retaining and Expanding Existing Customers’ Use of Our Platform,” under the heading “Certain Factors Affecting Our Performance” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our success in building our customer base, expanding usage and value for existing customers, and helping digitize the industry has allowed us to achieve significant growth. We generated revenue of $1~~,151~~.73 ~~million~~billion in ~~2024~~2025, $~~950~~1.02 ~~million~~billion in ~~2023~~2024, and $~~720~~1.20 ~~million~~billion in ~~2022~~2023, representing year-over-year growth of 2115% in ~~2024~~2025 and 3221% in ~~2023~~2024. We had net losses of $~~106~~100.08 million in ~~2024~~2025, $~~189~~106.70 million in ~~2023~~2024, and $~~286~~189.97 million in ~~2022~~2023.

Our Industry

We serve the construction industry ecosystem, which is highly fragmented and specialized.

The construction process relies on coordination among highly fragmented and specialized groups. Key stakeholders engage in financing, budgeting, designing, building, and maintaining commercial, residential, industrial, and infrastructure projects while navigating varying responsibilities, risk profiles, and motives. Completing a project safely, on time, and within budget requires effective collaboration between stakeholders ~~across workstreams, sharing information in a timely and effective manner, and navigating increasing contractual and regulatory complexity.~~

Our customers include key stakeholders in the construction ecosystem, such as:

•Owners. Owners initiate construction projects, secure financing, work with architects, engineers, and consultants on building design, hire general contractors to manage the construction process, and are the ultimate decision-makers throughout a project. Owners include corporations, universities, government entities, and commercial and residential real estate developers. Once a project is

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~~completed~~across workstreams, ~~owners~~sharing ~~are~~information ~~responsible~~in ~~for~~a ~~operating,~~timely ~~leasing,~~and oreffective ~~selling the structure~~manner, orand ~~outsourcing~~navigating ~~such~~increasing ~~processes~~contractual toand aregulatory ~~third party~~complexity.

•General contractors. General contractors coordinate the construction project and fulfill the demands of owners while simultaneously maintaining oversight and responsibility for specialty contractors and other vendors.

•Specialty contractors. Specialty contractors, commonly referred to as subcontractors, are hired by general contractors for their specialized skills, such as mechanical, electrical, plumbing, roofing, or concrete trades, and perform the vast majority of construction work, including sourcing materials.

The construction industry has four defining characteristics:

•Construction is a custom business. Construction projects are typically custom, and each project has a distinctive combination of dynamic variables, including unique project teams, design, materials, financing, terrain, regulations, and schedules.

•The workforce is mobile and decentralized. Construction happens on the jobsite, not at the office, which increases the importance of mobile access to project data. Construction workers often operate with out-of-date or incomplete project information and struggle to collaborate effectively with other stakeholders, leading to mistakes that may translate to costly rework and extended project timelines. Given mistakes not only impact the progress of the project but also expose workers to safety risks, the need for mobile collaboration solutions and timely access to instructions, designs, documentation, and reporting ishas ~~becoming~~become increasingly critical for managing and optimizing a dispersed workforce.

•Stakeholder dynamics are complex. Construction projects require collaboration across a wide range of stakeholders who often have a different set of interests and lack familiarity and trust with one another, yet are all interdependent and ultimately share project risks. All project participants are adversely impacted when a project is delayed, runs over budget, or does not meet quality or safety requirements. In order to avoid related financial losses, stakeholders are often quick to redirect responsibility to other participants on a project and seek to resolve disputes in court.

•Change is constant. Construction project designs, schedules, and budgets are modified frequently. Construction teams typically run into unforeseen issues requiring a workaround, or the owner may decide to make a modification to the project. As a result, the design that teams set out to build rarely matches the finished product. A modification can trigger costly changes to a project’s schedule and require timely communication to teams on the ground to minimize or avoid mistakes.

Our Platform

Our platform is built to be modern, ~~intuitive,~~ and ~~open~~intuitive, with a modular and extensible architecture that not only includes the breadth and depth of functionality of our own products, but also integrates with third-party applications and our customers’ own customized applications. We offer a broad set of product solutions that we primarily monetize through subscriptions. We also support and enhance our customers’ use of these product solutions with a comprehensive set of platform capabilities.

Product Solutions

Our platform includes four integrated product solutions that allow data and workflows to transparently cross the phases of a construction project. Our customers typically purchase subscriptions to access our products on a product-by-product basis. The products that a customer chooses to purchase within each integrated product solution depend on the customer’s specific requirements and the distinct buyer personas that will utilize the products. We also provide different functionality to customers for each product, depending on a customer’s unique needs. Our platform approach allows us to drive additional spend from our customers by cross-selling additional product solutions, services, and platform capabilities that address their needs.

•Preconstruction. Our Preconstruction products, including Estimating, Bid Management, 2D/3D Takeoff, Design Coordination, and Prequalification, facilitate collaboration between internal and external stakeholders during the takeoff, planning, budgeting, estimating, bidding, design, and partner selection phases of a construction project. Our products are designed to help reduce financial and operational risk across key stakeholders before construction begins.

•Project Execution. Our Project Execution products, including Project Management, Quality, Safety, Field Scheduling, and Closeout, connect construction project teams by helping to ensure project information is aggregated in an up-to-date cloud-based platform, available to all project participants, and accurate so that work on the jobsite is completed correctly and safely. These products enable collaboration, information transmission and storage, and safety regulation compliance for teams on the jobsite and in the back office. Users have the ability to log critical information, track project progress,

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~~•Project Execution. Our Project Execution products, including Project Management, Quality, Safety, Field Scheduling,~~ and Closeout, connect construction project teams by helping to ensure project information is aggregated in an up-to-date cloud-based platform, available to all project participants, and accurate so that work on the jobsite is completed correctly and safely. These products enable collaboration, information transmission and storage, and safety regulation compliance for teams on the jobsite and in the back office. Users have the ability to log critical information, track project progress, and escalate issues for approvals from the correct team members. They can also identify, understand, and proactively resolve the causes of issues and risky behaviors before they result in an injury or accident.

•Resource Management. Our Resource Management products, including Field Productivity, Workforce Planning, Equipment Management, and Materials Management, help customers schedule, track, and forecast workforce and equipment productivity, improve time management, communicate more efficiently with their workforces, optimize procurement and movement of materials, and better manage profitability on construction projects. ByCustomers ~~using~~can use these products, ~~customers~~to ~~can~~ create detailed productivity records that can be referenced during the bidding process.

•Financial Management. Our Financial Management products, including Project Financials, Accounting Integrations, and Procore Pay, provide customers with visibility into the financial health of their individual construction projects and portfolios, facilitate untethered access to financial data, and support payments between key stakeholders. These products improve cost management, invoice collection, review, and approval, and budget forecasting and tracking. Our platform also supports integrations with a majority of the industry’s preferred accounting systems to minimize data entry errors. Our Procore Pay solution handles all aspects of the payment process between general contractors and subcontractors via a single system that promotes visibility and transparency for tracking payment requirements and automates the exchange of lien waivers.

Bundled Packages

In February 2026, we began offering customers access to our products in bundled packages in addition to on an à la carte basis. These bundled packages are designed to provide integrated solutions tailored to the needs of our core customer segments. We offer four bundled packages: Project Execution, Cost Management, Resource Management, and Project Lifecycle Management. Each package is offered in different tiers–Essentials, Base, and/or Enterprise–to accommodate varying customer needs and operational complexity.

Instead of picking and choosing from products within our four product solution categories, customers will choose one or more of the bundled packages and a tier within each package, and have access to the products within each selected package and tier. This change in how we offer our products is accompanied by changes to the names of certain products, as well as changes to how we offer certain of the capabilities described below under the sub-heading below titled “Platform Capabilities.” The bundled packages are available across our primary geographic markets, with certain regional variations in product naming and feature availability that accommodate local market practices and regulatory requirements.

Platform Capabilities

Our platform features a number of capabilities that underlie our product solutions and enable us to launch new products and services and increase the breadth and depth of our existing products and services. Our broad range of platform capabilities support the diverse needs of the different personas that use our products and platform. In order to create a centralized hub for construction project information, we have developed an extensible platform that connects our customers’ business applications, people, devices, and data. In connection with the launch of our bundled package offerings, certain of the platform capabilities described below, including Artificial Intelligence, Analytics & Insights, Building Information Modeling (“BIM”), Collaboration, and Document Management, can be purchased as part of certain bundled packages and tiers in lieu of, or in addition to, on an à la carte basis. Our platform capabilities include:

•~~Artificial Intelligence (“~~AI”). We ~~are~~offer ~~developing~~agentic ~~capabilities that will allow customers to leverage~~ AI incapabilities ~~our~~designed ~~platform~~ to ~~help~~automate ~~increase~~complex ~~productivity,~~workflows ~~reduce risks,~~ and ~~deliver~~optimize ~~projects~~project ondelivery ~~time~~across ~~and~~the ~~within~~entire ~~budget~~construction lifecycle. ~~Our~~We AIalso ~~platform~~provide ~~capabilities~~embedded ~~include Copilot, an~~ AI~~-powered~~ ~~assistant~~features that ~~acts~~are asintegrated ainto ~~central~~our ~~hub~~existing ~~and~~offerings. ~~conversational~~Following ~~interface~~our ~~enabling~~recently ~~users~~announced toacquisition ~~interact~~of ~~with~~Toric ~~and retrieve project-specific information and status~~Labs, ~~and~~Inc. ~~Insights,~~(d/b/a ~~which~~Datagrid) ~~analyzes industry~~(“Datagrid”), ~~company,~~we ~~and~~also ~~project data within our platform in order to~~ provide ~~timely~~standalone ~~and~~AI ~~contextual~~functionality ~~advice~~powered ~~to users~~ by ~~identifying~~the ~~trends~~Datagrid ~~and predicting potential project risks~~engine.

•Analytics & Insights. Our platform gives customers the ability to generate deep insights from aggregated data across all projects, various products, and integrated accounting software. Customers can track trends and conduct analysis using pre-built reports, all of which are customizable to suit individual customer needs. We also offer Insights, which analyzes industry, company, and project data

•Building Information Modeling (“BIM”). Our platform enables all users in the field to view and collaborate on 3D models, which allows project teams to more efficiently plan and construct their projects. Field workers can access project models quickly, with an easy-to-use navigation interface that ties 3D models to drawings. Users can bridge the gap between 3D modeling and 2D documentation and enhance accuracy by generating 2D drawings or views directly from 3D models. These capabilities improve decision-making and reduce rework by ensuring that work is coordinated and installed correctly the first time.

•Collaborations. Our platform allows users to connect projects across accounts and share project information with other team members. Our Collaborations platform capabilities include Connectability,

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~~which~~within ~~helps~~our ~~customers~~platform ~~streamline~~in ~~construction~~order ~~projects,~~to ~~enhance~~provide ~~productivity,~~timely and ~~reduce~~contextual ~~errors~~advice byto ~~syncing~~users ~~the~~by ~~latest~~identifying ~~drawings~~trends ~~across projects~~ and ~~teams~~predicting ~~and~~potential ~~storing~~ project ~~information in one place~~risks.

•BIM. Our platform enables all users in the field to view and collaborate on 3D models, which allows project teams to more efficiently plan and construct their projects. Field workers can access project models quickly, with an easy-to-use navigation interface that ties 3D models to drawings. Users can bridge the gap between 3D modeling and 2D documentation and enhance accuracy by generating 2D drawings or views directly from 3D models. These capabilities improve decision-making and reduce rework by ensuring that work is coordinated and installed correctly the first time.

•Collaboration. Our platform allows users to connect projects across accounts and share project information with other team members. Our Collaboration platform capabilities include Connectability, which helps customers streamline construction projects, enhance productivity, and reduce errors by syncing the latest drawings across projects and teams and storing project information in one place.

•Document Management. Our platform allows customers to safely store, access, and share project documents. Users can quickly upload revisions to drawings and specifications to help ensure that project team members have up-to-date project information whether they’re working in the field or in the office.

•Ecosystem. Our Ecosystem platform capabilities enable our App Marketplace, which helps customers enhance their use of our products with third-party integrations, connecting critical business workflows and processes, and allowing customers to maintain a single system of record while leveraging software solutions that provide an array of functionality. Our App Marketplace houses ~~over~~many ~~500~~ integrations, including to other construction software technology companies.

•Enterprise Flexibility. Our platform offers configurable fields and forms, improving the degree of precision with which customers can track data and secure documentation. It also allows customers to create designated workflows to match the approval sequence and processes that are appropriate for their businesses. In addition, our platform provides comprehensive user permission functionality. Permissions define who has access to certain project and company-level information. By default, we provide customers with several role-based permission templates, and these permissions are configurable down to the tool access level by user.

•Maps. Our platform allows customers to visualize construction data by storing and viewing photos of their active projects on an interactive map. Users can filter the items on a map with the help of GPS data.

•Zones. Our platform provides regional locations for our global cloud infrastructure that allow customers to store and manage their data locally, closer to their business while driving availability, observability, and reliability.

Our ~~Core Customer Stakeholders and the Benefits Provided by Our Platform~~Customers

We serve customers ranging from small businesses managing a few million dollars of annual construction volume to global enterprises managing billions of dollars of annual construction volume. Our core customers are owners, general contractors, and specialty contractors operating across the residential and non-residential segments of the construction industry. ~~For~~Residential ~~additional~~segments ~~information~~include onsingle-family ~~these~~homes, ~~core~~multi-family ~~customers~~homes, ~~see~~and ~~“Our~~home ~~Industry”~~improvements. ~~above~~Non-residential segments include all other types of construction, including public and private non-residential projects.

We believe that our ability to deliver products and platform capabilities that address our customers’ specific needs, including by enabling streamlined communication and timely access to data, is essential to driving increased productivity and efficiency, reducing rework and costly delays, improving safety and compliance, and enhancing financial transparency and accountability.

Owners

Owners ~~need~~initiate ~~the~~construction ~~ability~~projects, tosecure ~~plan~~financing, ~~capital~~work ~~expenditures~~with architects, ~~accurately~~engineers, ~~estimate~~and ~~project~~consultants ~~costs,~~on ~~source~~building ~~high-quality~~design, hire general contractors to manage the construction ~~work~~process, and ~~track~~are ~~project~~the ~~progress~~ultimate ~~with~~decision-makers throughout a ~~high degree of visibility~~project. WeOwners ~~help~~can ~~owners~~include ~~save~~corporations, ~~significant time and money by providing financial and operational visibility into their projects. It is critical for owners’ bottom lines that they remain informed of what work has been completed~~universities, ~~when~~government ~~it was completed~~entities, and ~~what~~commercial ~~specifically~~and ~~was~~residential ~~built~~real orestate ~~installed~~developers. ~~Not~~Owners ~~only~~need isthe ~~this~~ability ~~information~~to ~~crucial~~plan ~~for~~capital ~~ongoing projects~~expenditures, ~~but~~accurately itestimate isproject ~~also~~costs, ~~necessary~~source ~~for long~~high-~~term~~quality ~~asset~~general ~~management,~~contractors asto ~~the~~manage ~~underlying~~construction ~~data allows for more efficient~~work, ~~effective,~~ and ~~predictive maintenance.~~

General contractors

General contractors often manage their businesses with small profit margins, with little room for error. Inadequate information flows, such as not providing specialty contractors with the latest set of plans, can result in costly project delays, overages, and unfulfilled expectations. General contractors are also compelled to perform duplicate data entry in disparate systems and are accustomed to dealing with invoicing errors, information silos, and disconnected point solutions. We have developed a cloud-based platform to allow general

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~~contractors~~track toproject ~~manage~~progress with a high degree of visibility. We help owners save significant time and money by providing financial and operational visibility into their projects. ~~from~~It ais ~~smart~~critical ~~device~~for inowners’ ~~their~~bottom ~~hand,~~lines ~~with~~that ~~the~~they ~~goal~~remain informed of ~~facilitating~~what ~~exceptional~~work ~~teamwork~~has been completed, ~~reducing~~when ~~costly~~it ~~rework~~was completed, ~~mitigating~~and ~~risk~~what specifically was built or installed. Not only is this information crucial for ongoing projects, ~~and~~but ~~improving~~it ~~profit~~is ~~margins~~also necessary for long-term asset management, as the underlying data allows for more efficient, effective, and predictive maintenance.

General contractors

General contractors coordinate the construction project and fulfill the demands of owners while simultaneously maintaining oversight and responsibility for specialty contractors and other vendors. General contractors often manage their businesses with small profit margins, with little room for error. Inadequate information flows, such as not providing specialty contractors with the latest set of plans, can result in costly project delays, overages, and unfulfilled expectations. General contractors are also compelled to perform duplicate data entry in disparate systems and are accustomed to dealing with invoicing errors, information silos, and disconnected point solutions. Our cloud-based platform allows general contractors to manage their projects from a smart device in their hand, with the goal of facilitating exceptional teamwork, reducing costly rework, mitigating risk, and improving profit margins.

Specialty contractors

~~For~~Specialty contractors, commonly referred to as subcontractors, are hired by general contractors for their specialized skills, such as mechanical, electrical, plumbing, roofing, or concrete trades, and perform the vast majority of construction work, including sourcing materials. In order for specialty contractors to be successful, it is imperative that they are able to effectively track and manage their crews, materials, equipment, and cash flow. However, specialty contractors often utilize disparate point software solutions or antiquated documentation systems, such as pen and paper or physical whiteboards, which means they lack a consistent way to track labor production rates, monitor safety compliance and quality of work, ensure they are working off the latest set of plans and schedules, or document work completed as part of the invoicing process. Specialty contractors frequently experience delays and disruptions in work progress as a result of not having timely access to the most up-to-date information, such as when other stakeholders make changes to project plans or schedules and do not effectively communicate those changes to specialty contractors. Our platform features intuitive, easy-to-use tools that allow specialty contractors to leverage accurate, timely information, reduce unnecessary data entry, visualize productivity trends, document completed work, and get paid the correct amounts faster.

Our Business Model

We generate substantially all of our revenue from subscriptions to access our products and have an unlimited user model that is designed to facilitate adoption and maximize usage of our platform by all project stakeholders. We primarily sell our products on a subscription basis for a fixed fee with pricing generally based on the number and mix of products and the annual construction volume contracted to run on our platform.

As we continue to grow, we believe that the value of our business will continue to increase across three key dimensions:

•Network. Our business model is designed to encourage rapid, widespread adoption by allowing for unlimited users, meaning that we generally do not charge a per-seat or per-user fee. Customers can invite all project participants to engage with our platform as part of a project team, including customers’ employees and collaborators, who are other project participants who engage with our platform but do not pay us for such use. Thereafter, collaborators have an incentive to become customers so that they can manage their complete portfolio of projects on our platform, use our products to improve their business processes, and maintain ownership of project data. For example, ~~Connectability~~Procore ~~for~~Connect ~~Drawings~~ enables customers to share ~~drawings~~project information across ~~all~~different ~~of their associated~~ accounts, allowing for ~~drawings for a downstream~~ project toinformation ~~sync~~ to anremain ~~upstream~~in ~~project~~sync.

•Products. We believe our expertise in construction and close relationship with our customers and collaborators enable us to deliver easy-to-use and feature-rich products, specifically tailored to solve the problems of the industry’s key stakeholders and help them manage their businesses more effectively. ~~Our~~We ~~products~~pursue ~~are~~product ~~offered~~innovation, àincluding lavia ~~carte~~acquisitions and ~~are~~expansion ~~integrated~~of ~~into~~ our ~~cloud-based~~partner ~~platform.~~ecosystem, ~~Our~~to ~~customer~~enhance ~~support~~the ~~team~~value ~~provides~~that ~~live~~our ~~support~~platform provides to ~~all~~our ~~users~~customers. atOur noproducts ~~additional~~were ~~cost,~~previously asoffered ~~well~~à asla ~~numerous~~carte, ~~online~~but ~~resources.~~we Wenow also ~~provide~~offer ~~optional~~customers ~~professional~~the ~~services~~option ~~at an extra cost~~ to ~~support~~purchase ~~customers~~bundled ~~who are implementing new product solutions or who need ongoing guidance with their product subscriptions.~~

•Data. Our platform captures extensive data across stakeholders and each stage of a project, which enables us to create a system of record for all stakeholders and to analyze project and industry trends. Our platform captures data encompassing bidding, safety, cost, quality, scheduling, materials, supplier information, and other types of data. We believe our unique access to data through our platform will allow our team to assess construction risk faster and more accurately than traditional methods, and our goal is to use such data to scale and automate our product offerings.

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packages at the stakeholder and geographical level. Refer to the sub-heading titled “Bundled Packages” under the heading “Our Platform” for more information about our bundled packages. Our customer support team provides live support to all users at no additional cost, as well as numerous online resources. We also provide optional professional services at an extra cost to support customers who are implementing new product solutions or who need ongoing guidance with their product subscriptions.

•Data. Our platform captures extensive data across stakeholders and each stage of a project, which enables us to create a system of record and collaboration for all stakeholders and to analyze project and industry trends. Our platform captures data encompassing bidding, safety, cost, quality, scheduling, materials, supplier information, and other types of data. Our platform’s robust construction dataset supports our AI strategy by allowing users to generate insights from their data using our AI solutions. We believe our unique access to data through our platform will allow our team to assess construction risk faster and more accurately than traditional methods, and our goal is to use such data to scale and automate our product offerings.

Our Growth Strategy

We intend to leverage our existing products and industry presence to establish our products, services, and platform as the industry standard in construction, both domestically and internationally. The key elements of our strategy to accomplish these objectives are as follows:

•Maintain and advance our technology leadership. We ~~believe~~plan ~~that~~to ~~the~~continue ~~investments~~to weinvest ~~have~~in ~~made~~technology ininnovation, ~~research~~product development, and ~~development~~platform tocapabilities. ~~build~~We ~~our~~believe ~~technology~~we have ~~been~~a ~~core~~compelling ~~differentiators~~opportunity ~~of our products and platform. We plan~~ to ~~continue~~drive togrowth ~~invest~~through inour ~~technology~~AI ~~innovation~~strategy, ~~product~~including ~~development,~~through ~~and~~our ~~platform~~agentic ~~capabilities~~AI solutions.

•Acquire new customers. We believe the market for construction technology and collaboration tools is still in its early phases of adoption. We plan to continue ~~to expand~~ our sales and marketing efforts to drive awareness of our products, services, and platform, and grow our customer base, focusing on owners, general contractors, and specialty contractors. The portion of our current user base made up of collaborators invited to participate in our customers’ projects represents a significant opportunity to increase our revenue. These users are incentivized to become customers in order to gain visibility and control across their projects with actionable insights from a single system. InWe ~~the future, we~~ have the potential to monetize additional adjacent stakeholders, including a broad set of industry participants who are potential customers of our existing products and services and those whom we ~~plan~~may to address with targeted new products and services over time. Such new products and services may allow us to attract new customers as well as expand existing customer relationships.

•Increase and diversify spend within our existing customer base. We plan to drive additional spend from existing customers by upselling construction volume, cross-selling additional existing products and services, and offering new products and services that address additional customer needs.

•Expand internationally. We ~~believe~~plan ~~there~~to iscontinue ~~a global need for construction management software and that the global market is currently underpenetrated, representing a significant opportunity. We plan~~ to hire sales and customer experience teams and expand our presence in certain countries where we already operate, as well as pursue a presence in new geographies.

•Extend our industry connectivity and our position as a trusted brand. We believe there are powerful network effects to our business~~, and to capitalize on these effects we intend to focus on driving higher engagement with customers, collaborators, and the broader construction community~~. We will continue to invest in expanding our ecosystem, developing new partnerships, and supporting more integrations. In addition, we plan to continue to invest in growing our brand and expanding on our key community and user initiatives.

•Pursue targeted acquisitions. Our acquisition strategy primarily focuses on accelerating our product roadmap through tuck-in acquisitions of smaller companies, ~~some~~many of which are from our App Marketplace and already integrated with the Procore platform. WeOur ~~have~~App ~~made,~~Marketplace ~~and~~provides ~~may~~us inwith ~~the~~visibility ~~future~~into ~~make,~~our ~~select~~customers’ ~~acquisitions~~interactions towith ~~add~~many ~~innovative~~third-party ~~features~~integrations and ~~functionality~~provides toa ~~our~~pipeline ~~platform,~~for ~~accelerate~~potential ~~our~~future ~~end-to-end~~acquisitions. ~~cloud-based~~For ~~platform strategy~~example, ~~and~~we ~~bring~~acquired ~~talent~~Datagrid, toa ~~our~~leader ~~team.~~in ~~Our~~agentic ~~App~~AI ~~Marketplace~~solutions ~~provides~~for usthe ~~with~~construction ~~visibility~~industry, ~~into~~in ~~our~~2026, ~~customers’~~Flypaper ~~interactions~~Technologies, ~~with~~Inc., ~~many~~a ~~third-party~~company ~~integrations~~that ~~and~~developed ~~provides~~ a ~~pipeline~~BIM ~~for~~coordination ~~potential~~tool ~~future~~for ~~acquisitions.~~the ~~For~~construction ~~example~~industry, wein ~~acquired~~2025, Intelliwave Technologies Inc. (“Intelliwave”), a construction materials management company, in 2024, and Unearth Technologies, Inc. (“Unearth”), a geographic information systems asset management platform, in 2023, ~~both~~all of which were existing App Marketplace partners. Our existing ~~integrations~~relationships with such App Marketplace partners ~~like~~help ~~these~~ streamline ~~the integration of their solutions into our platform post-acquisition and allow us to quickly deliver a seamless customer experience across our platform.~~

Sales and Marketing

We primarily sell subscriptions to access our products through our direct sales team, which is specialized by geography, followed by size and type of stakeholder, and is serviced regionally by offices in the U.S., Canada, Australia, England, the United Arab Emirates (“UAE”), and Ireland. As a result of our international efforts, we support multiple languages and currencies.

In July 2024 we began to evolve our GTM operating model by, among other things, transitioning to a general manager model, with general managers for our North America, Europe, Asia-Pacific, and Middle East

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~~regions~~the ~~and~~integration ~~our public sector business, each~~ of ~~whom is empowered to assess and deploy the appropriate strategies and tactics for customers within~~ their ~~respective~~solutions ~~regions.~~into Weour ~~are~~platform ~~also~~post-acquisition ~~adding new product~~ and ~~technical~~allow ~~specialists~~us to ~~our~~quickly ~~GTM~~deliver ~~teams,~~a ~~who~~seamless wecustomer ~~believe~~experience ~~can~~across ~~add value for~~ our ~~customers by matching the evolving needs of our customers’ diverse buyer personas with our products and services, and helping our customers understand and implement the full potential of our~~ platform. We ~~believe~~have ~~that~~also ~~these~~acquired ~~investments~~companies ~~will~~that ~~allow~~were usnot topreviously ~~build~~part ~~stronger~~of ~~and deeper customer relationships and improve~~ our ~~operating~~App ~~efficiency~~Marketplace. ~~over~~For ~~time which~~example, in ~~turn~~January 2025, ~~will~~we ~~result~~acquired inNovorender ~~better~~AS ~~customer experiences and provide additional value to our customers~~(“Novorender”), ~~some~~a ofleader ~~whom~~in ~~continue~~advanced toBIM ~~face~~rendering ~~macroeconomic and other pressures that have negatively impacted their spending decisions~~technology. ~~Our construction volume-based pricing model and number of product offerings create multiple opportunities for expansion.~~

WeSales ~~focus our marketing efforts on product innovation~~ and value, domain expertise, and community-building. We reach potential customers and generate leads for our sales team through a combination of content marketing, public relations, advertising, sponsorships, digital marketing, partner marketing, social media, community initiatives, and events. We deliver multi-touch marketing efforts across all stages of the customer journey, from awareness and consideration to purchase, retention, and advocacy. Marketing activities are connected to our sales pipeline, resulting in product demonstration requests and sales opportunities. As a key part of our brand-building efforts, we host industry events. Our engagement with these leading industry events affords us the ability to connect directly with our customers, collaborators, and the broader construction industry.

In July 2024 we began to evolve our GTM operating model by, among other things, transitioning to a general manager model. We added new product and technical specialists to our GTM teams to match the evolving needs of our customers’ diverse buyer personas with our products and services and to help our customers understand and implement the full potential of our platform. Evolving our GTM operating model required new investment as we increased our sales headcount, ramped and invested in additional enablement for our sales teams, and added new specialists to our teams. We believe that these investments have allowed, and will continue to allow, us to build stronger and deeper customer relationships and provide additional value to our customers.

We focus our marketing efforts on product innovation and value, domain expertise, and community-building. Our construction volume-based pricing model and number of product offerings create multiple opportunities for expansion. We reach potential customers and generate leads for our sales team through a combination of content marketing, public relations, advertising, sponsorships, digital marketing, partner marketing, social media, community initiatives, and events. We deliver multi-touch marketing efforts across all stages of the customer journey, from awareness and consideration to purchase, retention, and advocacy. Marketing activities are connected to our sales pipeline, resulting in product demonstration requests and sales opportunities. As a key part of our brand-building efforts, we host industry and customer events, including Groundbreak, our annual construction technology conference. Our engagement with these leading events affords us the ability to connect directly with our customers, collaborators, and the broader construction industry.

Research and Development

Our research and development organization is responsible for the development and delivery of new features and products for our platform, and the continued improvement, maintenance, and support of our existing products, platform, and cloud infrastructure. We leverage our broad customer base, our engaged user communities, and our focus on user-driven innovation to aggregate feedback on features and functionality and consistently improve our products and platform. Our teams partner with our customers and collaborators to understand their needs through focus groups at our innovation labs, trade shows, and conferences (including Groundbreak), and with customers and collaborators on the jobsite.

Our Competition

The market for construction management software is competitive and rapidly evolving. We believe the market is in its early phases of maturity and technology adoption as many companies in the construction industry still rely on a combination of rudimentary workflows, including manual paper-based methods, email, fax, and spreadsheet-based processes. Where incumbent technology has been adopted, it has generally had a limited impact because of a lack of modern, cloud-based tools, limited breadth and depth of functionality, or a lack of integrations between point solutions.

We believe our competitors primarily exist across the following four categories:

•aggregated construction management tools, including products offered by various software companies that serve multiple industries and buyers. Some of these companies’ products integrate with our platform and are available in our App Marketplace.

•accounting software vendors, including providers that offer accounting software and supplement their solutions with project management tools and other offerings, which are often bundled with their accounting solutions as lower-value add-ons.

•point solution vendors in various categories, including analytics, bidding, BIM, compliance, and scheduling, among others. Many of the point solutions these vendors provide integrate with our platform and are available in our App Marketplace.

•in-house specialized tools or processes built by or for existing or prospective customers.

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•in-house specialized tools or processes built by or for existing or prospective customers.

Our Employees and Human Capital Resources

~~People~~At Procore, people are our most vital asset in building and growing our business. We ~~are~~believe ~~also~~a ~~proud~~strong toculture ~~have~~is ~~been~~integral ~~able~~ to ~~maintain~~ our ~~culture~~ability asto ~~our~~attract, ~~business~~retain, ~~has~~and ~~grown~~motivate talented individuals, ~~which~~and iswe’re ~~based~~proud onto ~~three~~have ~~core~~maintained ~~values:~~our ~~openness,~~culture ~~ownership,~~as ~~and~~we’ve ~~optimism~~grown. WeGrounded ~~believe~~in ~~that~~our ~~these~~ three core values ~~are~~— ~~foundational~~openness, toownership, ~~building~~and aoptimism ~~high-performing,~~— ~~engaged~~our ~~organization~~culture ~~where~~empowers our ~~employees~~teams ~~feel~~with ~~empowered~~the tools to ~~deliver~~grow ~~exceptional~~and ~~results~~thrive while ~~growing~~making ~~their~~a ~~careers.~~real Weimpact ~~believe~~for ~~that~~our ~~having~~customers aand ~~strong~~communities. ~~culture~~It is ~~integral~~the tofoundation ~~our~~of ~~ability~~a tohigh-performing, ~~attract~~engaged ~~and~~organization, ~~retain~~where ~~exceptionally~~employees ~~talented~~can ~~and~~deliver ~~motivated~~exceptional ~~employees~~results while building impactful careers.

We invest in our employees ~~and~~with ~~provide~~ a broad range of benefits, ~~and~~ well-being, and development ~~offerings~~programs to help them ~~grow and~~ thrive. Our ~~compensation and benefits~~ offerings are competitively designed to attract, reward, and retain the talented individuals towho ~~drive~~power our business forward. ~~We evaluate these offerings on a regular basis, adjusting as needed.~~

As of December 31, ~~2024~~2025, we had 4,~~203~~421 full-time employees, with 3,~~221~~075 based in the U.S. and ~~982~~1,346 based in our international locations.

Our Intellectual Property

We rely on trademarks, patents, copyrights, trade secrets, license agreements, intellectual property assignment agreements, confidentiality procedures, non-disclosure agreements, and employee invention assignment agreements to establish and protect our proprietary rights. As of December 31, ~~2024~~2025, we had 80107 issued patents in the U.S. and 9390 pending patent applications in the U.S. Additionally, we had 313 issued patents in foreign countries, 28 pending patent applications in foreign countries, as well as 67 pending international patent applications that preserve our right to file additional foreign patent applications in the future, as of such date. Our issued patents in the U.S. will expire between 2034 and ~~2043~~2046. We continually review our development efforts to assess the existence and patentability of new intellectual property.

We have trademark rights in our name, our logo, and other brand indicia, and have trademark registrations for select marks in the U.S. and many other jurisdictions around the world. We also have registered domain names for websites that we use in our business.

We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective. Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented, or challenged. For additional information, see the ~~section~~risk factor titled “Risk Factors—Risks Related to Our Intellectual Property—Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets and otherwise materially adversely affect our business, financial condition, results of operations, and prospects.”

Government Regulations

We are, and may become, subject to a number of U.S. federal and state, as well as numerous foreign, laws and regulations that involve matters important to our business~~, including in connection with our pursuit of Federal Risk and Authorization Management Program (“FedRAMP”) authorization~~. Compliance with these laws and regulations has not had, and is currently not expected to have, a material effect on our capital expenditures, results of operations, and competitive position as compared to prior periods. ~~Nevertheless,~~For ~~because~~a ~~global~~discussion ~~laws~~of ~~and~~risks ~~regulations~~related ~~have~~to ~~continued~~these tovarious ~~develop~~areas ~~and~~of ~~evolve~~government ~~rapidly~~regulation, itsee is“Risk ~~possible~~Factors—Sales ~~that~~to wegovernmental ~~may not be~~entities, orcustomers ~~may~~reliant ~~not~~on ~~have~~government ~~been~~funding, ~~compliant with each such applicable law or regulation,~~ and ~~any~~other ~~noncompliance~~government ~~could~~contractors ~~have~~are asubject ~~material~~to ~~impact on our business in subsequent periods. For~~ a ~~discussion~~number of ~~risks~~additional ~~related~~challenges toand ~~these various areas of government regulation~~risks,” ~~see~~ “Risk Factors—Our business is subject to a wide range of laws and regulations, many of which are evolving, and our failure to comply with such laws and regulations could materially adversely affect our business, financial condition, results of operations, and prospects,” and “Risk Factors—Increased government scrutiny of the technology industry generally, or our operations specifically, could negatively affect our business."”

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Corporate Information

We were incorporated as Butterfly Lane, Inc. in California in January 2002, and changed our name to Procore Technologies, Inc. in May 2002. We reincorporated in Delaware in June 2014. Our principal executive offices are located at 6309 Carpinteria Avenue, Carpinteria, CA 93013. Our telephone number is (866) 477-6267. Our website address is https://www.procore.com. Information contained on, or that can be accessed through, our website is not incorporated by reference herein, and you should not consider information on our website to be part of this Annual Report on Form 10-K.

We make available, free of charge through the investor relations section of our website (investors.procore.com), our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Sections 13(a) or Section 15(d) of the Exchange Act, as soon as reasonably practicable after they have been electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”).

The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We announce material information to the public about us, our products and services and other matters through a variety of means, including our website, the investor relations section of our website, press releases, filings with the SEC, and public conference calls, in order to achieve broad distribution of information to the public. We encourage investors and others to review the information we make public in these locations, as such information could be deemed to be material information.

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Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes thereto, before making a decision to invest in our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of such future risks or any of the following risks occur, our business, financial condition, results of operations, and prospects could be materially adversely affected. In that event, the price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We have experienced rapid growth in prior periods, and such growth may not be indicative of our future performance. If we fail to properly manage future growth, our business, financial condition, results of operations, and prospects could be materially adversely affected.

We have experienced rapid growth in prior periods. Our revenue was $1~~,151~~.73 ~~million~~billion in ~~2024~~2025, $~~950~~1.02 ~~million~~billion in ~~2023~~2024, and $~~720~~1.20 ~~million~~billion in ~~2022~~2023. Our results of operations may fluctuate significantly, which could make our future results difficult to predict and could cause our results of operations to fall below expectations. You should not rely on the revenue growth of any prior period as an indication of our future performance. While our revenue has continued to increase, our revenue growth rate has declined and may continue to decline in the future as a result of a variety of factors, including our ability to effectively manage our growth and investments (including through ~~the evolution of~~ our evolved GTM operating model), macroeconomic conditions, and the maturation of our business. Our overall revenue growth and results of operations depend on a number of factors, including many that are out of our control. These factors include our ability to do the following: attract new customers and retain and expand sales of subscriptions to our existing customers; increase sales to owners and specialty contractors, as well as monetize new stakeholders; develop new products and services, further improve our existing products, services, and platform, and ~~expand~~evolve our App Marketplace with ~~additional~~new ~~integrations~~offerings and purpose-built APIs; provide our customers and collaborators with support that meets their needs; invest financial and operational resources to support future growth in our customer, collaborator, and third-party relationships; expand our operations domestically and internationally; and retain and motivate existing personnel, and attract, integrate, and retain new personnel, particularly with respect to our sales and marketing and engineering and product development teams.

Our future growth also depends on changes in our customers’ IT budgets, the timing and success of new products and services introduced by us or our competitors, the pace of development of the construction management software industry, regulatory and macroeconomic conditions, and economic conditions and business practices within the construction industry, including construction spending in the public and private sectors. The overall sentiment in the construction industry continues to be uncertain, which presents challenges to our future growth. We expect this sentiment to continue at least for the short term as a result of macroeconomic factors.

If we are not able to maintain revenue growth or accurately forecast future growth, our business, financial condition, results of operations, and prospects could be materially adversely affected.

We have a history of losses and may not be able to achieve or sustain profitability in the future.

We have a history of losses, and we may not achieve or maintain profitability in the future. We incurred net losses of $~~106~~100.08 million in ~~2024~~2025, $~~189~~106.70 million in ~~2023~~2024, and $~~286~~189.97 million in ~~2022~~2023. As of December 31, ~~2024~~2025, we had an accumulated deficit of $1.23 billion. We are not certain whether or when we will be able to achieve or sustain profitability in the future. We also expect our expenses to increase in future periods as we continue to invest in growth, which could negatively affect our future results of operations if our revenue does not correspondingly increase. In particular, we intend to continue to expend substantial financial and other resources on the following: expanding our sales and marketing and customer success teams, ~~including as part of evolving our GTM operating model,~~ to drive new subscriptions, increase the use of our products, services, and platform by existing customers, and support our international growth; developing our technology infrastructure, including systems architecture, scalability, availability, performance, and data security and privacy; investing in our engineering and product development teams and developing new products, services, and platform functionality; and pursuing strategic acquisition and investment opportunities.

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These expenditures may not result in increased revenue or profitable growth. Any failure to increase our revenue as we invest in our business, or to manage our costs, could prevent us from achieving or maintaining profitability or positive cash flow. We may also incur significant losses in the future for a number of reasons, including the other risks described in this Annual Report on Form 10-K, and unforeseen expenses, difficulties, complications, delays, and other unknown events. If we are unable to successfully address these risks and challenges, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Our business has been, and may continue to be, significantly impacted by changes in the economy, in spending across the construction industry, and in the size and growth of our addressable market.

Our business has been, and may continue to be, affected by changes in the economy, especially those affecting the construction industry. The overall sentiment in the construction industry continues to be uncertain, which presents challenges to our future growth. We expect this sentiment to continue at least for the short term as a result of macroeconomic factors. If the construction industry experiences a decrease in overall construction volume, the amount our customers pay for our products could be reduced as we generally price our products based on a customer’s annual construction volume, which is the fixed aggregate dollar volume of construction work contracted to run on our platform annually. In times of unfavorable economic conditions, our revenue may decrease because customers may choose to purchase less construction software. Rising inflation may increase our vendor, employee, and facility costs, and further decrease demand for our products. Unfavorable or deteriorating market conditions, reductions in the rate of construction growth, reductions in government spending and funding of infrastructure or other construction projects, reduced demand for public projects, and any resulting effects on spending by our customers or prospective customers could also have an adverse impact on our business.

The construction industry is also cyclical and has experienced periods of economic expansion and contraction. Periods of economic contraction for the construction industry have been, and may continue to be, caused by a wide range of factors, including tightening of economic policies, financial and credit market fluctuations, tariffs on imported goods, weakening exchange rates, elevated inflation, interest rate increases and fluctuations, supply chain disruptions, labor shortages, commodity prices, and policies that reduce government spending. We cannot accurately predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry, or how any such event may impact our business or the business of our customers. To the extent we do not effectively address these risks and challenges, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Further, our addressable market size estimates and market growth forecasts for the construction industry are based on assumptions, estimates, and third-party data that may be inaccurate. The size of our total addressable market depends on a number of factors, including the economic factors mentioned above, digitization of the construction industry globally, customer demand among existing and new customers, construction volume, and overall IT spending, among many others. Even if our estimates and forecasts relating to the size and expected growth of our total addressable market are accurate, we may not be able to capture enough of that growth and our business may not grow in those markets at the rates we anticipate, if at all, which could materially adversely affect our business, financial condition, results of operations, and prospects.

The construction management software industry is evolving rapidly and may not develop in ways we expect. If we fail to respond adequately to changes in the industry, our business, financial condition, results of operations, and prospects could be materially adversely affected.

The construction management software industry is evolving rapidly. Widespread acceptance and use of construction management technology in general, and of our platform in particular, is critical to our future growth. While we believe that our construction management software addresses a significant market opportunity, demand for our products, services, and platform may develop more slowly than we expect. If that happens, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Demand for construction management software in general, and for our products, services, and platform in particular, is affected by a number of factors, some of which are beyond our control. Some of these factors include: general awareness of construction management software; availability, functionality, and pricing and packaging of products and services that compete with ours; ease of adoption and use; the reliability, performance, or perceived performance of our products and platform, including interruptions to the use of our

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products and platform; ~~and~~ the development and awareness of our brand; and how we sell our products, services, and platform. Even though we use internal data to assess the likelihood of success of introducing new products, services, pricing, and ~~services~~packaging or changes to existing products, services, pricing, and ~~services~~packaging, we may incorrectly calculate such risks or assume undue risks with respect to such products, services, pricing, and packaging. Competitors may also develop and introduce new products or entirely new technologies to replace our existing products, including through the use of AI, which could make our platform and products obsolete or otherwise materially adversely affect our business, financial condition, results of operations, and prospects. If our investments in engineering and product development do not accurately anticipate user demand or if we fail to develop ~~our~~ products, features, or capabilities in a manner that satisfies customer needs in a timely and cost-effective manner, we may fail to retain our existing customers or increase demand for our products, which could materially adversely affect our business, financial condition, results of operations, and prospects.

Furthermore, our ability to grow our customer base and retain and increase revenue from customers depends on our ability to enhance and improve our products, services, and platform in response to changes in the construction management software industry and customer demand. In response to such shifts, we may introduce changes to our existing products and services or introduce new products and services, which may require significant expenditures in research and development and customer support, which may harm our results of operations. While we have designed our existing products for easy adoption, our customers depend on our customer success teams to provide implementation, training, and support services, especially when it comes to new products and features. If we do not provide effective ongoing support, our ability to sell additional products to existing and prospective customers could be adversely affected. As part of the evolution of our GTM operating model, we are introducing new technical roles to help our customers realize the full value of our platform and thereby create deeper relationships with our customers. If these investments do not result in increased revenue from both new and existing customers, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Additionally, we may experience difficulties with software development, design, or marketing that could delay or prevent our development, introduction, or implementation of new products, features, or capabilities. We have in the past experienced delays in our internally planned release dates of new products, features, and capabilities, and there can be no assurance that new products, features, or capabilities will be released according to schedule. Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers brought against us, all of which could ~~harm~~materially adversely affect our business, financial condition, results of operations, and prospects.

Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to retain and expand our customer base, attract investors, and recruit and retain qualified personnel may be impaired, and our business, ~~may~~financial conditions, results of operations, and prospects could be ~~harmed~~materially adversely affected.

We believe that our brand identity and brand awareness are critical to our sales and marketing efforts. We also believe that maintaining and enhancing our brand is critical to retaining and expanding our customer base, attracting investors, and recruiting and retaining qualified personnel, and, in particular, conveying to customers and collaborators that our platform offers capabilities that address the needs of the construction ecosystem throughout the project lifecycle. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brand may become increasingly difficult and expensive. If we experience difficulties with software development, customer service, or professional services that negatively impact new or existing products, we may experience negative publicity or lose market acceptance.

In July 2024, we began to evolve our GTM operating model by, among other things, transitioning to a general manager model. As a part of this process, we are hiring new product and technical specialists into our GTM teams. While we believe this transition will result in a more effective GTM organization, we have seen and may continue to see some disruptions and adverse impacts to our financial and operating results in the near-term as we invest in and implement the evolved GTM operating model. If we fail to successfully implement the evolved GTM operating model, our ability to serve our customers and effectively address their concerns will be adversely impacted, which may result in unfavorable publicity or a negative perception of our products, services, or platform. Any unfavorable publicity or negative perception of our products, services, or platform or the providers of construction management software generally, could adversely affect our reputation and our ability to attract and retain customers. If we fail to promote and maintain our brand, or if we incur increased expenses in this effort, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Our ability to increase our customer base, expand existing customers’ use of our platform, and achieve broader market acceptance of our products, services, and platform will significantly depend on our ability to develop and expand our sales and marketing capabilities. Any failure to do so could materially adversely affect our business, financial condition, results of operations, and prospects.

Continuing and increasing sales of our products and services depends to a significant extent on our ability to expand our sales and marketing capabilities. It is difficult to predict customer demand, customer retention, and expansion rates, the size and growth rate of the market, the entry of competitive products and services, or the success of existing competitive products and services. Our sales and marketing efforts involve educating prospective customers about the uses and benefits of our products, services, and platform. We spend

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~~Companies~~substantial ~~are~~time ~~also~~and ~~facing~~resources ~~increasing~~on ~~scrutiny~~our ~~related~~sales and marketing efforts without any assurance that our efforts will result in a sale. We expect that we will continue to ~~their~~need ~~environmental,~~intensive ~~social,~~sales and ~~governance~~marketing ~~(“ESG”)~~efforts ~~practices~~to educate prospective customers about the uses and ~~reporting~~benefits asof ~~new~~our ~~laws~~construction management software and ~~regulations~~services, ~~relating~~and we may have difficulty convincing prospective customers of the value of adopting our products and services. We plan to ~~ESG~~continue ~~matters~~expanding ~~are~~our ~~under~~sales ~~consideration~~force, orboth ~~being~~domestically ~~adopted~~and internationally. Identifying, recruiting, and astraining ~~new~~qualified ~~norms~~sales ~~emerge~~representatives ~~with~~is ~~regard~~time-consuming toand ~~ESG~~resource-intensive, ~~reporting~~and they may not be fully trained and ~~initiatives.~~productive ~~Regardless~~for a significant amount of ~~whether~~time ~~such~~following ~~claims~~their ~~are~~hiring, ~~accurate~~if ever. In addition, ~~negative~~the ~~claims~~cost orto ~~publicity~~acquire ~~involving~~customers usis inhigh ~~relation~~due to ~~ESG~~these ~~topics~~considerable ~~could~~sales ~~damage~~and marketing efforts. Our business will be harmed if our ~~reputation,~~efforts ~~brand~~do ~~image~~not generate a corresponding increase in revenue. Even if we are successful in convincing prospective customers of the value of our products and services, they may decide not to purchase our products and ~~ultimately~~services ~~impact~~for a variety of reasons, some of which are out of our control. The failure of our efforts to secure sales after investing resources in a lengthy sales process could materially adversely affect our business, financial condition, results of operations, and prospects.

~~Our~~In ~~ability~~July 2024, we began to ~~increase~~evolve our ~~customer~~GTM ~~base~~operating model, ~~expand~~by, ~~existing~~among ~~customers'~~other ~~use~~things, oftransitioning ~~our~~to ~~platform,~~a ~~and~~general ~~achieve~~manager ~~broader~~model, ~~market~~in ~~acceptance~~order ofto ~~our~~deepen ~~products,~~customer ~~services,~~relationships and ~~platform~~improve ~~will~~our ~~significantly~~operating ~~depend~~efficiency onby ~~our~~building ~~ability~~nimble, tocustomer-focused ~~develop~~teams ~~and~~under ~~expand~~empowered ~~our~~general ~~sales~~managers. ~~and~~If ~~marketing~~we ~~capabilities,~~fail ~~including~~to ~~through~~realize the ~~evolution~~full benefits of our evolved GTM operating model. ~~Any~~over ~~failure~~the long term or otherwise fail to doacquire sonew ~~could~~customers, ~~materially~~retain ~~adversely~~existing ~~affect~~customers, or expand existing customers’ use of our products, services, and platform, our business, financial condition, results of operations, and prospects could be materially adversely affected.

~~Continuing~~Our ~~and~~failure ~~increasing sales of our products and services depends~~ to asuccessfully ~~significant~~incorporate ~~extent~~AI oninto our ability to expand our sales and marketing capabilities, including through the evolution of our GTM operating model. It is difficult to predict customer demand, customer retention, and expansion rates, the size and growth rate of the market, the entry of competitive products ~~and services~~, ~~or the success of existing competitive products and~~ services~~. Our sales efforts involve educating prospective customers about the uses and benefits of our products~~, ~~services,~~ and platform., Weas ~~spend~~well ~~substantial~~as ~~time and resources on~~ our ~~sales~~business efforts without any assurance that our efforts will result in a sale. We expect that we will continue to need intensive sales efforts to educate prospective customers about the uses and benefits of our construction management software and servicesoperations, ~~and~~or ~~we may have difficulty convincing prospective customers of the value of adopting~~ our ~~products~~failure ~~and services. We plan~~ to ~~continue~~comply ~~expanding~~with ~~our sales force~~laws, ~~both domestically and internationally. Identifying~~regulations, ~~recruiting,~~contractual ~~and training qualified sales representatives is time-consuming and resource-intensive~~obligations, ~~and~~or ~~they~~other ~~may~~requirements ~~not~~that benow ~~fully~~or trained and productive for a significant amount of time following their hiring, if ever. In addition, the cost to acquire customers is high due to these considerable sales and marketing efforts. Our business will be harmed if our efforts do not generate a corresponding increase in ~~revenue. Even if we are successful in convincing prospective customers of~~ the ~~value~~future ofcould ~~our~~apply ~~products and services, they may decide not~~ to ~~purchase~~ our ~~products~~use ~~and services for a variety~~ of ~~reasons~~AI, ~~some of which are out of our control. The failure of our efforts to secure sales after investing resources in a lengthy sales process~~ could materially adversely affect our business, financial condition, results of operations, and prospects.

We ~~have~~are ~~experienced,~~increasingly building or incorporating AI tools (including generative and ~~may~~agentic ~~continue~~AI totools) ~~experience~~into our products, ~~disruptions~~services, and ~~adverse~~platform. ~~impacts~~We toalso deploy AI tools in our ~~financial~~business ~~and~~operations. ~~operating~~We ~~results~~have asused, weand may continue to ~~invest~~use, inthird ~~and~~parties ~~implement~~to ~~our~~provide ~~evolved~~and ~~GTM~~support ~~operating~~these ~~model,~~tools. ~~and~~Our ~~any~~use ~~failure~~of toAI ~~manage~~may ~~such~~present ~~disruptions~~significant risks, uncertainties, and ~~adverse~~challenges ~~impacts~~that could materially adversely affect our business, financial condition, results of operations, and prospects.

~~We have experienced~~Developing, ~~and may continue to experience~~testing, ~~headwinds with respect to our sales productivity. These headwinds have resulted in a decline in revenue growth and current remaining performance obligations (“cRPO”) growth. In July 2024~~selling, ~~we began to evolve our GTM operating model~~deploying, ~~by,~~and ~~among~~adopting ~~other~~resource-intensive ~~things,~~AI ~~transitioning~~capabilities tohas aincreased ~~general~~and ~~manager~~will ~~model,~~likely incontinue ~~order~~ to ~~deepen~~increase ~~customer relationships and improve~~ our operating ~~efficiency by building nimble customer-focused teams under empowered general managers~~costs. We have ~~experienced~~invested, and ~~may~~expect ~~continue~~ to ~~experience, disruptions and adverse impacts to our financial and operating results in the near-term as we~~ continue to invest, insignificant ~~and~~resources ~~implement~~to ~~our~~develop ~~evolved~~AI ~~GTM operating model~~tools. ItWe ismay ~~difficult~~also toface ~~predict~~greater ~~whether~~competition ~~these~~from ~~changes~~general ~~will~~purpose ~~achieve~~AI ~~their~~solutions ~~desired effects, and there is no guarantee we will achieve the growth or operational improvements and efficiencies~~ that werely ~~are~~on ~~anticipating~~generic aslarge alanguage ~~result of our GTM operating model evolution. Further~~models, ~~even~~generative ~~if we do achieve such growth or efficiencies~~AI, ~~there~~and isgeneral nopurpose ~~guarantee~~AI ~~that~~agents ~~we will be able~~ to ~~continue~~address toa ~~increase~~broad ~~productivity~~range ~~under~~of ~~the~~business ~~evolved GTM operating model once it is in place~~needs. ~~Implementing~~If ~~any~~the ~~operating~~integration ~~model~~of ~~change~~AI ~~presents~~tools ~~additional~~into ~~potential~~our ~~risks including~~products, ~~among others~~services, ~~customer~~ and ~~partner~~platform ~~confusion~~fails asto ~~their~~operate ~~account~~as ~~teams are updated~~anticipated, ~~diversion~~or ofas ~~management’s~~well ~~attention~~as ~~from~~competing ~~core ongoing business activities~~offerings, ~~and~~or ~~failure~~otherwise todoes ~~onboard~~not ~~and~~meet ~~ramp~~customer ~~new~~needs, ~~hires efficiently~~ or atif ~~all. If~~ we are unable to ~~manage~~bring ~~the resulting short~~AI-~~term~~related ~~adverse~~offerings ~~impacts~~ to ~~our~~market ~~business,~~as ~~fail~~effectively ~~to successfully implement,~~ or ~~realize~~as ~~the~~quickly ~~full~~as ~~benefits of,~~ our ~~evolved GTM operating model over the long term~~competitors, orwe ~~otherwise~~may fail to ~~acquire~~recoup ~~new~~our ~~customers,~~investments ~~retain~~in ~~existing customers~~AI, orour ~~expand~~competitive ~~existing~~position ~~customers’~~may ~~use~~be ~~of our products~~harmed, ~~services,~~ and ~~platform,~~ our business, ~~financial condition, results of operations,~~ and ~~prospects~~reputation ~~could~~may be ~~materially~~ adversely ~~affected~~impacted.

AI models may create flawed, inaccurate, or incomplete outputs, some of which may appear to be correct. This may happen if the inputs that an AI model relied on were flawed, inaccurate, incomplete (including if a bad actor “poisons” an AI model with bad inputs or logic), or if the logic of the AI model is flawed (a so-called hallucination). We, our customers or partners, or other third parties may use or rely on such outputs to our or their detriment, or such outputs may lead to adverse outcomes, including delays and errors, any of which may negatively impact our ability to attract and retain customers and to expand the use of our products, services, and platform, and expose us to brand or reputational harm, competitive risk, and legal liability. Social or ethical concerns about the use of AI, such as the risk of AI models creating discriminatory outcomes using biased information, may also hinder the use and adoption of AI by our customers, partners, and employees. As we expand the use of AI in our own business operations, there is a risk that we will experience such outcomes, which would harm our business and reputation.

If we use any third-party AI technologies that misuse or fail to protect the data that we or our employees, customers, partners, or vendors input, then that data (including confidential, competitive, proprietary, customer, or personal data) could be leaked, disclosed, or revealed to others. Additionally, where an AI model ingests sensitive data without appropriate safeguards, and makes connections using such data, the AI model may produce outputs that reveal other sensitive data generated by the AI model that was not intended to be

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revealed. Any such leak, disclosure, or revelation of data could harm our business, expose us to reputational harm and competitive risk, or result in legal or regulatory action against us. We could also experience an increased risk of litigation if any AI tools that we provide or use are alleged to produce outputs that infringe or violate third-party intellectual property rights.

The legal and regulatory landscape surrounding AI is rapidly evolving and uncertain. Several jurisdictions around the world, as well as several states and localities, have proposed, enacted, or are considering laws governing AI, including the European Union’s (“EU”) AI Act and the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”) regulations on automated decision-making technology, and we expect that lawmakers and regulators will continue to maintain a heightened focus on AI and promulgate new legislation and regulations, which could impact our business and our actual or planned use of AI. Laws and regulations governing AI may apply in new, unpredictable ways, and differences in how jurisdictions choose to address issues related to AI may require us to navigate a complex web of different obligations. For example, the EU’s AI Act sets out a risk-based framework, subjecting certain AI technologies to numerous compliance obligations, including transparency, conformity, risk assessment, monitoring, and human oversight requirements. Under the EU’s AI Act, non-compliant companies may be subject to administrative fines of up to 35 million euros or 7% of such company’s total worldwide annual revenue for the preceding financial year, whichever is greater. We are subject to the EU’s AI Act. Depending on how the EU’s AI Act is implemented and interpreted, we may have to adapt our business practices, contractual arrangements, and current or planned products or services to comply with obligations imposed by the EU’s AI Act. Our use of AI technologies could also lead to regulatory investigations and consumer lawsuits. Certain privacy laws extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision-making, which may complicate our use of AI, lead to regulatory fines or penalties, be incompatible with our use of AI, require us to change our business practices, retrain our AI, or prevent our use of AI. For example, the Federal Trade Commission has required other companies to turn over or disgorge valuable insights or trainings generated through the use of AI where they allege the company has violated privacy and consumer protection laws. Complying with applicable laws, rules, and regulations governing AI could increase our operating costs, require significant resources or technical modifications to our systems, change the way that we operate in certain jurisdictions, and impede our ability to offer AI in certain products or use AI in our business operations. Any of the above risks could materially adversely affect our business, financial condition, results of operations, and prospects.

Because we recognize revenue from subscriptions to access our products over the term of the subscription, downturns or upturns in new business will not be immediately reflected in our results of operations.

We generate substantially all of our revenue from subscriptions to access our products. We recognize revenue ratably over the term of the subscription, beginning on the date that access to our products is made available to ~~our~~the customer. Our subscriptions generally have annual or multi-year terms. As a result, the significant majority of our revenue is generated from subscriptions entered into during prior periods. Consequently, a decline in new or renewed subscriptions in any one quarter may not significantly reduce our revenue for that quarter, but could negatively affect our revenue in future periods. Accordingly, the effect of downturns or upturns in new sales and potential changes in our rate of renewals may not be fully reflected in our results of operations until future periods. Our revenue recognition model also makes it difficult for us to rapidly increase our revenue through new subscriptions in any period.

Our ability to recognize revenue may also be affected by the length and unpredictability of the sales cycle for our products, especially with respect to larger enterprises, owners, and governmental entities. Such customers typically undertake a significant evaluation and negotiation process due to their leverage, size, organizational structure, and regulatory and approval requirements, all of which can lengthen our sales cycle. Further, certain macroeconomic conditions or uncertainty related to the macroeconomic environment may cause such customers to take corresponding actions to manage costs, which can increase the length of sales cycles, reduce budgets, cause slowdowns in customer consumption, or cause customers to reduce their spend with us at renewal by running less construction volume on our platform, reducing the number of products purchased, or cancelling their subscriptions entirely. We may spend substantial time, effort, and money on sales efforts for such customers without any assurance that our efforts will produce any sales or that these customers will deploy our platform widely enough across their business to justify our substantial upfront investment. As a result, we anticipate increased sales to large enterprises, owners, and governmental entities will lead to higher ~~upfront sales costs and greater unpredictability, which could materially adversely affect our business, results of operations, financial condition, and prospects.~~

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upfront sales costs and greater unpredictability, which could materially adversely affect our business, results of operations, financial condition, and prospects.

In addition, as required by the revenue recognition standard under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, we disclose the transaction price allocated to remaining performance obligations (“RPO”). It is possible that analysts and investors could misinterpret our disclosure or that the terms of our customer subscriptions or other circumstances could cause our methods for calculating this disclosure to differ significantly from others, which could lead to inaccurate or unfavorable forecasts by analysts and investors that could negatively impact our business and prospects.

We are continuing to expand our operations outside the U.S., where we may be subject to increased business, regulatory, and economic risks (including fluctuations in currency exchange rates) that could materially adversely affect our business, financial condition, results of operations, and prospects.

We had customers running projects in approximately ~~150~~160 countries as of December 31, ~~2024~~2025, and 15% of our revenue in ~~2024~~2025 was generated from customers outside the U.S. We expect to continue to expand our international presence, which may include opening offices in new jurisdictions and providing our products, services, and platform in additional languages. Any new markets or countries into which we attempt to sell our products or services may not be receptive to our efforts. For example, we may not be able to further expand our operations in some countries if we are not able to adapt our products, services, and platform to fit the needs of prospective customers in those countries or if we are unable to satisfy certain government- and industry-specific laws or regulations. In addition, our international operations and expansion efforts require considerable management attention and the investment of significant resources, while subjecting us to new risks and increasing certain risks that we already face, including risks associated with:

•providing our products, services, and platform in different languages and customizing them to support local requirements;

•compliance by us and our partners with applicable international laws and regulations, including laws and regulations with respect to anti-corruption, competition, import and export controls, tariffs, trade barriers, economic sanctions, employment, construction, privacy, data protection and sovereignty, consumer protection, and unsolicited ~~email~~communications, and the risk of penalties and fines against us and individual members of management or employees if our practices are deemed to be out of compliance;

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•recruiting and retaining talented and capable employees outside the U.S., including employees who speak multiple languages and come from a wide variety of different cultural backgrounds and customs, and managing an employee base in jurisdictions with differing employment regulations;

•operating in jurisdictions that do not protect intellectual property rights to the same extent as the U.S. and navigating the practical enforcement of such intellectual property rights outside of the U.S.;

•political and economic instability, including as a result of the Russia-Ukraine war and ~~the~~other ~~Israel-Hamas~~international ~~war~~conflicts, and a shifting and uncertain geopolitical landscape;

•generally longer payment cycles and greater difficulty in collecting accounts receivable; and

•higher costs of doing business internationally, including increased accounting, tax, travel, infrastructure, and legal compliance costs, and costs associated with fluctuations in currency exchange rates.

Compliance with laws and regulations applicable to our global operations substantially increases our cost of doing business. We may be unable to keep current with changes in laws and regulations as they occur, and there can be no assurance that we, our employees, contractors, partners, and agents will be able to maintain compliance. Any violations could result in enforcement actions, fines, civil and criminal penalties, damages, injunctions, or reputational harm. If we are unable to maintain compliance or manage the complexity of our global operations successfully, we may need to relocate or cease operations in certain foreign jurisdictions, which could materially adversely affect our business, financial condition, results of operations, and prospects.

Additionally, as we continue to expand our international operations, we will become more exposed to the effects of fluctuations in currency exchange rates. Although the majority of our cash generated from sales is denominated in U.S. Dollars, a small amount is denominated in foreign currencies, and our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations. Because we conduct business in currencies other than U.S. Dollars but report our results of operations in U.S. Dollars, we also face remeasurement exposure to fluctuations in currency exchange rates. Any of these risks could hinder our ability to predict our future results and earnings. In addition, we do not currently maintain a program to hedge exposures to non-U.S. Dollar currencies.

We operate in a competitive market, and we must continue to compete effectively.

The market for our products and services is highly competitive and rapidly changing. Certain features of our current platform compete with a wide variety of products, including aggregated construction management tools (some of which integrate with our platform), accounting software vendors, point solution vendors in various categories (many of which integrate with our platform and are available in our App Marketplace), and in-house specialized tools or processes built by or for existing or prospective customers.

With the introduction of new products, services, and technologies by competitors, including through the use of AI, and the emergence of new market entrants in the construction management software industry, we expect competition to continue and intensify. Other companies may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively. Many of our competitors have competitive advantages over us, such as better name recognition, longer operating histories, larger marketing budgets, existing or more established relationships, greater third-party integrations, access to larger customer bases, greater financial, technical, pricing, packaging, and marketing strategies, and other resources. Some of our competitors may make acquisitions or enter into strategic relationships with third parties to offer a broader range of products and services than we do; others may have more effective sales and marketing strategies or may deploy those strategies in ways that enable them to acquire customers at a lower cost than we can. These combinations may make it more difficult for us to effectively compete. Our market and the technology landscape in general will also be impacted by the continued adoption of AI in ways that are currently unforeseeable and that could have significant benefits for our competitors. Additionally, as we introduce new products and services in the market, we may face new or different competitors who may similarly have competitive advantages over us. Such competitive pressures may erode our market share and may hinder or slow our expansion into new markets. We expect these competitive dynamics to continue as competitors attempt to strengthen or maintain their market positions.

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denominated in U.S. Dollars, a small amount is denominated in foreign currencies, and our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations. Because we conduct business in currencies other than U.S. Dollars but report our results of operations in U.S. Dollars, we also face remeasurement exposure to fluctuations in currency exchange rates. Any of these risks could hinder our ability to predict our future results and earnings. In addition, we do not currently maintain a program to hedge exposures to non-U.S. Dollar currencies.

We operate in a competitive market, and we must continue to compete effectively.

With the introduction of new products, services, and technologies by competitors, including through the use of AI, and the emergence of new market entrants in the construction management software industry, we expect competition to continue and intensify. Other companies may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively. Many of our competitors have competitive advantages over us, such as better name recognition, longer operating histories, larger marketing budgets, existing or more established relationships, greater third-party integrations, access to larger customer bases, greater financial, technical, pricing, packaging, and marketing strategies, and other resources. Some of our competitors may make acquisitions or enter into strategic relationships with third parties to offer a broader range of products and services than we do; others may have more effective sales and marketing strategies or may deploy those strategies in ways that enable them to acquire customers at a lower cost than we can. These combinations may make it more difficult for us to effectively compete. Further, the challenges and costs of recruiting and retaining qualified candidates with AI experience may negatively affect our ability to effectively develop and leverage AI technologies. Our market and the technology landscape in general will also be impacted by the continued adoption of AI in ways that are currently unforeseeable and that could have significant benefits for our competitors. Additionally, as we introduce new products and services in the market, we may face new or different competitors who may similarly have competitive advantages over us. Such competitive pressures may erode our market share and may hinder or slow our expansion into new markets. We expect these competitive dynamics to continue as competitors attempt to strengthen or maintain their market positions.

Many factors affect our pricing and packaging strategies, which we revisit from time to time. For example, the quality of our products and services allows us to sell them at a premium as compared to some of our competitors. Certain competitors offer, or may in the future offer, lower-priced or free products or services that compete with our products or may bundle and offer a broader range of products or services. We may not be able to compete at such lower price points or with such product configurations. There can be no assurance that we will not be forced to engage in price-cutting initiatives or other discounts, or to increase our marketing and other expenses, in order to attract and retain customers in response to competitive pressures, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.

Interruptions or performance issues associated with or otherwise impacting our products, services, and platform, including the interoperability of our platform across devices, operating systems, and third-party applications, could materially adversely affect our business, financial condition, results of operations, and prospects.

We have experienced, and may in the future experience, service interruptions and other performance issues. Our future growth depends in part on the ability of our existing and prospective customers to rely on access to our products, services, and platform.

Increasing numbers of users on our platform and increasing bandwidth requirements may degrade the performance of our products or platform due to capacity constraints and other internet infrastructure limitations. Frequent or persistent interruptions, including those from increased usage, could cause existing or prospective users to believe that our platform is unreliable, leading them to switch to competitors, which could materially adversely affect our business, financial condition, results of operations, and prospects.

Certain of our customer agreements contain specifications regarding the availability and performance of our platform. If we are unable to meet these service level commitments or if we suffer extended periods of poor performance, we may be contractually obligated to provide affected customers with service credits against existing subscriptions or, in certain cases, refunds. Any such performance issues could negatively impact our renewal rates and harm our ability to attract new customers.

One of the most important features of our platform is its broad interoperability with a range of devices, web browsers, operating systems, and integrations. Accessibility across this range is oftentimes out of our control, including as a result of reliance on third-party service providers or applications. For example, in July 2024, a software update by a cybersecurity technology company caused widespread crashes of Windows systems into which it was integrated around the globe, including certain Windows systems that were used by a limited number of our employees and may have been used by our third-party service providers, vendors, and customers. Even though we did not deem the crashes to be a material cybersecurity incident, in the future, we may be impacted by similar third-party software-induced interruptions to our operations, which could materially adversely affect our business, financial condition, results of operations, and prospects.

Integrations and products are constantly evolving, and we may not be able to modify our platform to assure its compatibility with such developments. In addition, some competitors may be able to disrupt the compatibility of our platform with their integrations, which some of our customers may rely upon. In other instances, the operability of our platform features relies on third-party service providers or partners that may be unable to accommodate our evolving service needs, choose to terminate or decline to renew agreements with us, or demand more favorable terms, among other things, any of which may cause service changes, interruptions, or delays for our customers. If our platform has operability or interoperability challenges with any of our integrations, customers may not adopt our platform, and our App Marketplace may not be useful to customers, which could materially adversely affect our business, financial condition, results of operations, and prospects.

In certain limited applications or situations, we use AI (including generative AI) in our products, services, and business operations. AI presents risks, challenges, and unintended consequences that could affect our business operations and our customers’ adoption and use of our products. Moreover, AI models may create flawed, incomplete, or inaccurate outputs, some of which may appear to be correct. This may happen if the inputs that an AI model relied on were inaccurate, incomplete, or flawed (including if a bad actor “poisons” an AI model with bad inputs or logic), or if the logic of the AI model is flawed (a so-called “hallucination”). We, our customers, or other third parties may rely on or use such outputs to our or their detriment, or it may lead to

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~~adverse~~Certain ~~outcomes,~~of ~~which~~our ~~may~~customer ~~negatively~~agreements ~~impact~~contain ~~our~~specifications ~~ability~~regarding tothe ~~attract~~availability and ~~retain~~performance ~~customers~~of ~~and~~our ~~expose~~platform. usIf we are unable to ~~brand~~meet these service level commitments or ~~reputational~~if ~~harm~~we suffer extended periods of poor performance, ~~competitive~~we ~~harm~~may be contractually obligated to provide affected customers with service credits against existing subscriptions or, in certain cases, refunds. Any such performance issues could negatively impact our renewal rates and~~/or~~ ~~legal~~harm ~~liability~~our ability to attract new customers.

Additionally, our products, services, and platform are inherently complex and may contain material defects or errors, particularly when new products or features are released. We have in the past found defects or errors in our products, services, and platform, and we may detect new defects or errors in the future. Any real or perceived failures or vulnerabilities in our products, services, or platform, or any real or perceived delay in resolving them, could result in negative publicity or lead to data security, access, retention, or performance issues. In addition, the costs incurred in correcting such defects or errors may be substantial. Any of these risks could materially adversely affect our business, financial condition, results of operations, and prospects.

We rely on third-party data centers, such as Amazon Web Services (“AWS”), to host and operate our platform, and any disruption of or interference with these resources may negatively affect our ability to maintain the performance and reliability of our platform, which could cause our business to suffer.

Our customers depend on the continuous availability of our platform, which relies in large part on third-party data centers. We currently host our platform and serve our customers primarily using AWS. Consequently, we may be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of our control, including: the performance and availability of AWS and other third-party providers of cloud infrastructure services with the necessary speed, data capacity, and security for providing reliable services; decisions by AWS and other owners and operators of the data centers where our cloud infrastructure is deployed to terminate our subscriptions, discontinue services to us, shut down operations or facilities, increase prices, change service levels, limit bandwidth, declare bankruptcy, or prioritize the traffic of other parties; and cyberattacks, including denial of service attacks, targeted at us, our data centers, or the infrastructure of the internet.

The adverse effects of any service interruptions on our reputation, results of operations, and financial condition may be disproportionately heightened due to the nature of our business and the fact that our customers have a low tolerance for interruptions of any duration.

To meet the performance and other requirements of our customers, we intend to continue to make significant investments to increase capacity and to develop and implement new technologies in our cloud infrastructure operations. Any renegotiation or renewal of our agreement with AWS, or a new agreement with another provider of cloud-based services, may be on terms that are significantly less favorable to us than our current agreement. Additionally, these new technologies, which include databases, application and server optimizations, network strategies, and automation, are often advanced, complex, new, and untested, and we may not be successful in developing or implementing these technologies. It takes a significant amount of time to plan, develop, and test improvements to our technologies and cloud infrastructure, and we may not be able to accurately forecast demand or predict the results we will realize from such improvements. To the extent that we do not effectively scale our infrastructure to meet the needs of our growing customer base and maintain performance as our customers expand their use of our products, or if our cloud-based server costs were to increase, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Risks Related to Our Employees and Culture

If we lose key management personnel or if we are unable to retain or hire additional qualified personnel, we may not be able to achieve our strategic objectives and our business, financial condition, results of operations, and prospects could be materially adversely affected.

Our future success is substantially dependent on our ability to attract, retain, and motivate the members of our management team and other key personnel throughout our organization. In particular, we are highly dependent on the services of Craig F. Courtemanche, Jr., our founder, President, and Chief Executive Officer, who is critical to our ability to achieve our vision and strategic priorities. We rely on our management team in the areas of operations, security, research and development, sales and marketing, support, and general and administrative functions.

Our U.S. employees, including our executive officers, work for us on an “at-will” basis, which means they may terminate their employment with us at any time. If Mr. Courtemanche or one or more of our key personnel

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ordo ~~members~~not effectively scale our infrastructure to meet the needs of our ~~management~~growing ~~team~~customer ~~resign~~base orand ~~otherwise~~maintain ~~cease~~performance toas ~~provide~~our uscustomers ~~with~~expand their ~~services~~use of our products, or if our cloud-based server costs were to increase, our business, financial condition, results of operations, and prospects could be materially adversely affected.

~~Our~~Sales ~~continued success is also dependent on our ability~~ to ~~attract~~governmental and retain other qualified personnel possessing a broad range of skills and expertise. There is significant competition for personnel with the skills and technical knowledge that we require. To continue to enhance our productsentities, ~~services,~~customers ~~and~~reliant ~~platform,~~on ~~develop~~government ~~new products and services~~funding, and ~~add~~other ~~new~~government ~~and~~contractors ~~innovative~~are ~~functionality,~~subject ~~it will be critical for us~~ to continue to grow our research and development teams. We have in the past hired, and may in the future hire, employees from competitors or other companies. Their former employers have in the past, and may in the future, assert that we or these employees have breached such employee’s legal obligations, resulting in a ~~diversion~~number of ~~our~~additional ~~time~~challenges and ~~resources~~risks. If we fail to meet our hiring needs, at all or on the timeframes we expect, including in connection with the evolution of our GTM operating model, or if we fail to successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity, and retention could all suffer. Any of these factors could materially adversely affect our business, financial condition, results of operations, and prospects.

We provide our products, services, and platform to federal, state, local, and non-U.S. governmental customers, which may occur through direct sales to governmental entities or through channel partners that may sell directly to governmental entities. We also provide our products, services, and platform to customers that may be reliant on funding derived from federal, state, local or non-U.S. governmental sources. We achieved U.S. Federal Risk and Authorization Management Program (“FedRAMP”) Moderate authorization for our Procore for Government solution in January 2026, which we believe will allow us to expand our ability to sell to U.S. federal government customers and contractors. Even with FedRAMP Moderate authorization of Procore for Government, selling to governmental entities, customers reliant on government funding, and other government contractors presents a number of unique challenges and risks, including the following:

•selling to governmental entities can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale;

•governmental entities may have statutory, contractual, or other legal rights to terminate our contracts or contracts with channel partners for convenience or due to default;

•government certification or technical requirements for products and services may change, or we may be unable to achieve one or more government certifications, which may restrict our ability to sell into certain governmental entities until we have attained such certifications or technical requirements;

•contracts with governmental entities, customers reliant on government funding, and other government contractors, including channel partners in the government market, may contain terms that are less favorable than what we generally agree to in our standard commercial agreements, including terms that may be required by statute or regulation and/or maynot be negotiable with the customer;

•non-compliance with terms or conditions of government contracts, or with representations or certifications made in connection with government contracts, can result in significantly more adverse consequences than we typically would expect in the commercial market, including, depending on the circumstances, criminal liability, liability under the civil False Claims Act, and/or suspension or debarment from doing business with governmental entities;

•governmental entities routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in governmental entities refusing to continue buying our products and services, a loss of revenue, fines, and/or civil or criminal liability;

•negative publicity related to our contracts with governmental entities or with channel partners who sell to governmental entities or any proceedings surrounding them may damage our business and affect our competitive position;

•demand and payment for our products from governmental entities or other customers may be adversely impacted by, among other things, government shutdowns, changes in administrations, fiscal policies, contracting policies or requirements, efforts by government to evaluate and reduce overall government spending, budgetary cycles, and funding authorizations; and

•in January 2025, the U.S. presidential administration began issuing Executive Orders identifying new government policies and directing U.S. federal agencies to evaluate their current actions, including certain spending, to ensure that such actions are consistent with new administration priorities. Some of those Executive Orders are the subject of pending litigation, and there remains significant uncertainty about the ways in which agencies will implement the new Executive Orders. Such implementation could negatively affect our current and future business with U.S. government customers.

There is a risk that the costs of achieving and maintaining FedRAMP authorization will not be offset, in full or at all, by increased sales of our products and services. Though our current revenue impact from contracts with governmental entities is not significant, to the extent that we become more reliant on contracts with

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governmental entities, customers reliant on government funding, and/or other government contractors in the future, our exposure to such risks and challenges could increase, which in turn could materially adversely impact our business, financial condition, results of operations, and prospects.

Risks Related to Our Employees and Culture

If we lose key management personnel or if we are unable to retain or hire qualified personnel, we may not be able to achieve our strategic objectives and our business, financial condition, results of operations, and prospects could be materially adversely affected.

Our future success is substantially dependent on our ability to attract, retain, and motivate our executive officers, other members of our management team and other key personnel throughout our organization. Our U.S. employees, including our executive officers, the members of our management team, and other key personnel, work for us on an “at-will” basis, which means they may terminate their employment with us at any time. As previously disclosed, effective November 10, 2025, Craig F. Courtemanche, Jr., our founder, and former President and Chief Executive Officer, resigned as President and Chief Executive Officer of the Company, and Dr. Ajei S. Gopal was appointed as President and Chief Executive Officer. If Dr. Gopal or one or more other members of our management team or other key personnel resign or otherwise cease to provide us with their services, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Our continued success is also dependent on our ability to attract and retain other qualified personnel possessing a broad range of skills and expertise. There is significant competition for personnel with the skills and technical knowledge that we require. To continue to enhance our products, services, and platform, develop new products and services, and add new and innovative functionality, it will be critical for us to continue to grow our research and development teams. We have in the past hired, and may in the future hire, employees from competitors or other companies. Their former employers have in the past, and may in the future, assert that we or these employees have breached such employee’s legal obligations, resulting in a diversion of our time and resources. If we fail to meet our hiring needs, at all or on the timeframes we expect, or if we fail to successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity, and retention could all suffer. Any of these factors could materially adversely affect our business, financial condition, results of operations, and prospects.

If we cannot maintain our company culture as we grow, we could lose the innovation, teamwork, passion, and focus on execution that we believe contribute to our success.

We believe that our corporate culture fosters innovation, teamwork, passion, and focus on execution and has contributed to our success. As we grow, we may find it difficult to maintain our corporate culture. Further, recent leadership changes may create uncertainty or shifts in priorities that could make it more challenging to preserve our culture. In addition, many of our employees work remotely and there is no guarantee that we will be able to maintain our corporate culture when much of our team is dispersed. Any failure to preserve our culture could harm our future success, including our ability to recruit and retain qualified personnel, innovate and operate effectively, and execute on our business strategies. In ~~addition, in~~ the past we have carried out, and we may in the future carry out, reductions in our workforce to ensure that our resources are aligned to our business strategy. Such reductions in our workforce could negatively impact our reputation as an employer and harm our company culture. If we experience any of these risks, our ability to attract new employees and retain existing employees could be impaired, which could materially adversely affect our business, financial condition, results of operations, and prospects.

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Risks Related to Our Regulatory and Legal Environment

We and the third parties with which we work are subject to stringent, changing, and potentially inconsistent laws, regulations, rules, policies, and obligations related to data privacy and security, both domestically and internationally. Our actual or perceived failure to comply with such obligations, or the failure or perceived failure of third parties with which we work to comply with such obligations, could lead to regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse consequences, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.

In the ordinary course of business, we collect, receive, store, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, “process”) proprietary, confidential, and sensitive information and data, including personal data, intellectual property, trade secrets, and sensitive third-party and customer data (collectively, “sensitive information”). For example, our customers store sensitive information on our platform, such as building plans and other information related to government works or projects for regulated industries, such as banks and healthcare facilities. Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, internal and external privacy and security policies, contracts (including with our customers and other third parties), and other obligations relating to data privacy and security.

In the U.S., federal, state, and local governments have enacted, and may in the future enact, numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws).

Numerous U.S. states, including California, have enacted, and may in the future enact, comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices, ~~and~~ affording residents with certain rights concerning their personal data., Asand ~~applicable,~~stricter ~~such~~requirements for processing certain personal data. Such rights may include the right to access, correct, or delete ~~certain~~ personal data, and to opt out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. For example, the CCPA requires businesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights. The CCPA provides for administrative fines and allows private litigants affected by certain data breaches to recover significant statutory damages. Moreover, under various privacy laws and other obligations, we may be required to obtain certain consents to process personal data. Our inability or failure to obtain such consents could result in adverse consequences, including class action litigation and mass arbitration demands. Additional data privacy and security laws have also been proposed at the federal, state, and local levels in recent years, which could complicate compliance efforts.

23As we continue to expand globally, our obligations related to data protection will increase. Outside the U.S., an increasing number of laws, regulations, and industry standards apply to data privacy and security. For example, the EU’s General Data Protection Regulation (the “EU’s GDPR”) and the United Kingdom’s (“U.K.”) General Data Protection Regulation (the “U.K.’s GDPR”) impose strict requirements for processing personal data. Under the EU’s GDPR and the U.K.’s GDPR, government regulators may impose temporary or definitive bans on data processing, as well as fines of up to the greater of (1) 20 million euros or 17.5 million pounds sterling, respectively, or (2) 4% of annual revenue. The application of the EU’s GDPR alongside the U.K.’s GDPR exposes us to two parallel regimes, each of which potentially authorizes similar fines and other potentially divergent enforcement actions for certain violations. In addition, data subject or consumer protection organizations (which are authorized by law to represent data subjects’ interests) may initiate litigation to represent their interests. There are also stringent local data protection requirements in Germany and cloud-server initiatives in France which may impact our operations in these countries. Furthermore, as our business continues to expand and evolve, the EU’s GDPR, the U.K.’s GDPR, and similar data protection regulations may apply additional obligations on us to further secure personal data, provide further rights to data subjects, and require additional reporting to regulators.

In Canada, the Personal Information Protection and Electronic Documents Act and various provincial laws, as well as Canada’s Anti-Spam Legislation, applies to our operations. Similarly, Australia’s Privacy Act 1988,

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~~business~~Singapore’s ~~and~~Personal ~~ability~~Data toProtection ~~provide~~Act, ~~our~~the ~~products~~UAE’s Federal Data Protection Law No. 45 of 2021, and ~~services~~Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais) (Law No. ~~Certain~~13,709/2018), ~~states~~which also apply to our operations, impose ~~stricter~~compliance ~~requirements~~obligations ~~for~~and ~~processing~~penalties ~~certain~~that ~~personal~~are ~~data,~~comparable ~~including~~to ~~sensitive~~those ~~information~~of the EU’s GDPR. In addition, ~~such~~India’s asDigital ~~conducting~~Personal ~~data~~Data ~~privacy~~Protection ~~impact~~Act ~~assessments.~~and ~~These~~its ~~state~~implementing ~~laws~~regulations, ~~allow~~which provide for ~~statutory~~penalties ~~fines~~of ~~for~~up ~~noncompliance~~to 2.5 billion Indian rupees for violations, may also apply to our operations.

~~For~~We ~~example,~~may ~~the~~also ~~California~~become ~~Consumer~~subject ~~Privacy~~to ~~Act~~new oflaws ~~2018,~~that asregulate ~~amended~~non-personal bydata. ~~the~~For ~~California Privacy Rights Act of 2020 (collectively~~example, the ~~“CCPA”),~~EU’s ~~applies~~Data toAct ~~personal~~imposes certain data ~~of consumers, business representatives,~~ and ~~employees~~cloud ~~who~~service ~~are~~interoperability ~~California residents,~~ and ~~requires~~switching ~~businesses~~obligations to ~~provide~~enable ~~specific~~users ~~disclosures in privacy notices and honor requests of California residents~~ to ~~exercise~~switch ~~certain~~between ~~privacy~~cloud ~~rights.~~service ~~The~~providers ~~CCPA~~without ~~provides~~undue ~~for~~delay ~~administrative~~or ~~fines~~cost, ~~and~~as ~~allows~~well ~~private~~as ~~litigants affected by~~ certain ~~data~~requirements ~~breaches~~concerning tocross-border ~~recover~~international ~~significant~~transfers ~~statutory damages. Additionally~~of, ~~several states~~ and ~~localities~~governmental ~~have~~access ~~enacted~~to, ~~measures~~non-personal ~~related~~data tooutside the ~~use~~European ofEconomic AIArea in(“EEA”). ~~products~~Depending ~~and~~on ~~services.~~how ~~Moreover,~~this ~~under~~and ~~various~~similar ~~privacy~~ laws ~~and~~are ~~other~~implemented ~~obligations~~and interpreted, we may behave ~~required~~ to ~~obtain~~adapt ~~certain~~our ~~consents~~business ~~to process personal data. Our data processing~~ practices ~~are subject to increased challenges by class action plaintiffs. Our inability or failure to obtain consent for these practices could result in adverse consequences~~, ~~including~~contractual ~~class action litigation and mass arbitration demands. Additional data privacy and security laws have also been proposed at the federal~~arrangements, ~~state~~products, and ~~local~~services ~~levels~~to incomply ~~recent~~with ~~years,~~such ~~which could further complicate compliance efforts~~laws.

AsIn wethe ~~continue~~ordinary tocourse ~~expand~~of ~~globally~~business, ~~our~~we ~~obligations~~transfer ~~related~~personal to data ~~protection~~from ~~will~~Europe ~~increase.~~and ~~Outside~~other jurisdictions to the U.S., anor ~~increasing~~other ~~number~~countries. ofEurope ~~laws,~~and ~~regulations,~~other ~~and~~jurisdictions ~~industry~~have ~~standards~~enacted ~~apply~~laws torequiring data ~~privacy~~to ~~and~~be ~~security.~~localized ~~For~~or ~~example,~~limiting the ~~European~~transfer ~~Union’s~~of ~~(“EU”)~~personal ~~General~~data ~~Data~~to ~~Protection~~other ~~Regulation~~countries. ~~(the~~In ~~“EU’s~~particular, ~~GDPR”)~~the EEA and the ~~United Kingdom’s (“~~U.K.”) ~~General~~have ~~Data~~significantly ~~Protection~~restricted ~~Regulation (~~the ~~“U.K.’s~~transfer ~~GDPR”)~~of ~~impose strict requirements for processing~~ personal data. ~~Under~~to the ~~EU’s~~U.S. ~~GDPR,~~and ~~government~~other ~~regulators~~countries ~~may~~whose ~~impose~~privacy ~~temporary~~laws orit ~~definitive~~generally ~~bans~~believes onare ~~data~~inadequate. ~~processing,~~Other asjurisdictions ~~well~~may asadopt ~~fines of up to 20 million euros~~ or 4%have ofalready ~~annual~~adopted ~~global~~similarly ~~revenue,~~stringent ~~whichever~~data islocalization ~~greater,~~and ~~for~~cross-border ~~certain~~data ~~violations~~transfer laws. ~~Similarly,~~Although ~~under~~there ~~the~~are ~~U.K.’s~~currently ~~GDPR,~~various ~~government~~mechanisms ~~regulators~~that may ~~impose~~be ~~fines~~used ~~of up~~ to ~~17.5~~transfer ~~million~~personal ~~pounds~~data ~~sterling~~from ~~or 4% of annual global turnover, whichever is greater, for certain violations. The application of~~ the ~~EU’s~~EEA ~~GDPR~~and ~~alongside~~ the U.K.’s ~~GDPR exposes us~~ to ~~two~~the ~~parallel regimes, each of which potentially authorizes similar fines and other potentially divergent enforcement actions for certain violations~~U. ~~In addition, data subject or consumer protection organizations (which are authorized by law to represent data subjects' interests) may initiate litigation to represent their interests~~S. ~~There are also stringent local data protection requirements~~ in ~~Germany~~compliance ~~and~~with ~~cloud-server~~law, ~~initiatives in France which may impact our operations in~~ these ~~countries.~~mechanisms ~~Furthermore,~~are assubject ~~our business continues~~ to ~~expand~~legal ~~and evolve~~challenges, ~~the EU’s GDPR, the U.K.’s GDPR,~~ and ~~similar~~there ~~data~~is ~~protection~~no ~~regulations~~assurance ~~may~~that ~~apply~~we ~~additional~~can ~~obligations~~satisfy onthese usmechanisms to ~~further~~lawfully ~~secure~~transfer personal data, ~~provide further rights~~ to ~~data~~the ~~subjects, and require additional reporting to regulators~~U.S.

InIf ~~Canada~~there is no lawful manner for us to transfer personal data from the EEA, the ~~Personal~~U.K., ~~Information~~or ~~Protection~~other ~~and~~jurisdictions ~~Electronic~~to ~~Documents~~the ~~Act~~U.S., ~~and~~or ~~various~~if ~~related~~the ~~provincial~~requirements ~~laws~~for a legally-compliant transfer are too onerous, aswe ~~well~~could asface ~~Canada’s~~significant ~~Anti-Spam~~adverse ~~Legislation~~consequences, ~~applies~~including tothe interruption or degradation of our operations, asthe ~~does~~need ~~Australia’s~~to ~~Privacy~~relocate ~~Act~~part ~~1988.~~or Weall ~~also~~of ~~have~~our ~~operations~~business inor ~~Singapore~~data ~~and~~processing ~~the~~activities ~~UAE,~~to ~~which~~other ~~means~~jurisdictions ~~that~~at wesignificant ~~may~~expense, beincreased ~~subject~~exposure to ~~Singapore’s~~regulatory ~~Personal~~actions, ~~Data~~substantial ~~Protection~~fines ~~Act~~ and penalties, the ~~UAE’s~~inability ~~Federal~~to ~~Data~~transfer ~~Protection~~data ~~Law~~and ~~No.~~work 45with ofpartners, ~~2021~~vendors, ~~respectively.~~and Inother ~~addition~~third parties, ~~Brazil’s~~and ~~General~~injunctions ~~Data~~against ~~Protection~~our ~~Law~~processing ~~(Lei~~or ~~Geral~~transferring deof ~~Proteção~~personal dedata ~~Dados~~necessary ~~Pessoais)~~to ~~(Law~~operate Noour business. 13For example,~~709/2018)~~ in May 2023, ~~which~~the ~~applies~~Irish toData ~~our~~Protection ~~operations,~~Commission ~~broadly~~determined ~~regulates~~that ~~processing~~a ~~personal~~major ~~data~~social ofmedia ~~individuals~~company’s inuse ~~Brazil~~of ~~and~~standard ~~imposes~~contractual ~~compliance~~clauses ~~obligations~~to ~~and~~transfer ~~penalties~~personal ~~comparable~~data tofrom ~~those~~Europe ofto the ~~EU’s~~U.S. ~~GDPR~~was insufficient and levied a 1.2 ~~India’s~~billion ~~new~~euro ~~privacy~~fine ~~legislation,~~against the ~~Digital~~company ~~Personal~~and ~~Data~~prohibited ~~Protection~~it ~~Act,~~from ~~may~~transferring ~~also~~personal ~~apply~~data to ~~our~~the ~~operations~~U. S.

Several jurisdictions around the globe, including Europe and certain U.S. states, have proposed, enacted, or are considering laws governing AI, including the EU’s AI Act, and we expect other jurisdictions will adopt similar laws. Additionally, certain privacy laws extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision-making, which may complicate our use of AI, lead to regulatory fines or penalties, be incompatible with our use of AI, require us to change our business practices, retrain our AI, or prevent our use of AI. For example, the Federal Trade Commission has required other companies to turn over or disgorge valuable insights or trainings generated through the use of AI where they allege the company has violated privacy and consumer protection laws. Our use of this technology could also result in additional compliance costs, regulatory investigations and actions, and consumer lawsuits.

In the ordinary course of business, we transfer personal data from Europe and other jurisdictions to the U.S. or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“EEA”) and the U.K. have significantly restricted the transfer of personal data to the U.S. and other countries whose privacy laws it generally believes are inadequate. Other jurisdictions may adopt or have already adopted similarly

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stringent data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and the U.K. to the U.S. in compliance with law, such as the EEA and U.K.’s standard contractual clauses, the U.K.’s International Data Transfer Agreement / Addendum, and the EU-U.S. Data Privacy Framework (which allows for transfers of personal data to relevant U.S.-based organizations that participate in and self-certify compliance with the framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the U.S.

If there is no lawful manner for us to transfer personal data from the EEA, the U.K., or other jurisdictions to the U.S., or if the requirements for a legally-compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of our operations, the need to relocate part or all of our business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors, and other third parties, and injunctions against our processing or transferring of personal data necessary to operate our business. Additionally, companies that transfer personal data out of the EEA and the U.K. to other jurisdictions, particularly to the U.S., are subject to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the cross-border data transfer limitations of the EU’s GDPR. For example, in May 2023, the Irish Data Protection Commission determined that a major social media company’s use of standard contractual clauses to transfer personal data from Europe to the U.S. was insufficient and levied a 1.2 billion euro fine against the company and prohibited it from transferring personal data to the U.S.

We are bound by contractual obligations and laws related to data privacy and security, and our efforts to comply with such obligations and laws may not be successful. For example, certain privacy laws, such as the EU’s GDPR, the U.K.’s GDPR, and the CCPA, require our customers to impose specific contractual restrictions on their service providers. We also publish privacy policies, marketing materials, white papers, and other statements, such as compliance with certain certifications, standards, or self-regulatory principles, concerning data privacy, security, and AI. Regulators in the U.S. are increasingly scrutinizing these statements, and if any of these policies, materials, or statements are found by our customers or regulators to be overly broad, deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences.

In addition, privacy advocates and industry groups have proposed, and may further propose, standards with which we are legally or contractually bound to comply. For example, we are subject to the Payment Card Industry Data Security Standard (the “PCI DSS”). The PCI DSS requires companies to adopt certain measures to ensure the security of cardholder information, including using and maintaining firewalls, adopting proper password protections for certain devices and software, and restricting data access. Noncompliance with the PCI DSS can result in penalties ranging from $5,000 to $100,000 per month by credit card companies, litigation, damage to our reputation, and loss of revenue. We also rely on vendors to process payment card data who may also be subject to the PCI DSS, and our business may be negatively impacted if our vendors are fined or suffer other consequences as a result of noncompliance with the PCI DSS.

Our obligations related to data privacy and security (and consumers’ data privacy and security expectations) are quickly changing in an increasingly stringent fashion~~, creating some uncertainty as to the effect of future legal frameworks~~. ~~Additionally,~~Although ~~these~~we ~~obligations~~endeavor ~~may be subject~~ to ~~differing~~comply ~~applications~~with ~~and~~all ~~interpretations,~~applicable ~~which~~data ~~may~~privacy ~~be inconsistent or conflict among jurisdictions. Preparing for~~ and ~~complying~~security ~~with these~~ obligations, ~~requires~~we ~~significant resources and~~ may ~~necessitate~~at ~~changes~~times ~~to our IT~~fail, ~~systems,~~or ~~and~~be ~~practices~~perceived ~~and~~ to ~~those~~have ~~of any third parties that process personal data on our behalf. In addition~~failed, ~~these obligations may require us~~ to ~~change~~do ~~our business practices~~so.

Although we endeavor to comply with all applicable data privacy and security obligations, we may at times fail, or be perceived to have failed, to do so. Moreover, despite our efforts, our personnel or third parties with which we work, such as vendors or developers, may fail to comply with such obligations, which could negatively impact our business operations and compliance posture. For example, any failure by a third-party processor to comply with applicable law, regulations, or contractual obligations could result in adverse consequences for us, including our inability to, or interruption in our ability to, operate our business and proceedings against us by governmental entities or others.26

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Moreover, despite our efforts, our personnel or third parties with which we work, such as vendors or developers, may fail to comply with such obligations, which could negatively impact our business operations and compliance posture. For example, any failure by a third-party processor to comply with applicable law, regulations or contractual obligations could result in adverse consequences for us, including our ability to, or interruption in our ability to, operate our business and proceedings against us by governmental entities or others. If we or the third parties onwith ~~which~~whom we ~~rely~~work fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences, including, ~~but not limited to,~~ government enforcement actions (e.g., investigations, audits, inspections, fines, and penalties), litigation (including class-related claims), additional reporting requirements and oversight, restrictions or bans on processing personal data, orders to destroy or not use personal data, the imprisonment of company officials, the inability to operate in certain jurisdictions, limited ability to develop or commercialize our products and services, loss of revenue or profits, loss of customers or sales (including a decline in customer subscription renewals), interruptions or stoppages in or modifications to our operations, negative publicity (including public statements against us by consumer advocacy groups or others), and reputational harm, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.

If our IT systems or data, or those of third parties with which we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including, ~~but not limited to,~~ regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse consequences, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.

In the ordinary course of our business, we, and the third parties with which we work, process substantial amounts of sensitive information.

Cyberattacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of such sensitive information and IT systems, and those of the third parties on which we rely. Cloud-based platform providers of products and services have been targeted by such activities and are expected to continue to be targeted. The threats posed by such activities are prevalent and continue to grow, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation-states, and nation-state-supported actors. Further, our achievement of FedRAMP Moderate authorization for our Procore for Government solution, and heightened visibility as a provider of products and services to U.S. federal government customers and contractors, may increase the risk of threats from nation-state, and nation-state supported, and other threat actors.

~~Some~~We, ~~actors~~the ~~now~~third ~~engage~~parties with which we work, and our customers are ~~expected~~subject to ~~continue~~a tovariety ~~engage~~of inevolving ~~cyberattacks~~threats, including social-engineering attacks (including through deep fakes, ~~without~~which ~~limitation~~may be increasingly difficult to identify as fake, ~~nation-states~~and phishing attacks), malicious code (such as viruses and ~~nation~~worms), malware (including as a result of advanced persistent threat intrusions), denial-~~state~~of-~~supported~~service ~~actors~~attacks ~~for~~(such ~~geopolitical~~as ~~reasons~~credential ~~and~~stuffing), incredential ~~conjunction~~harvesting, ~~with~~personnel ~~military~~misconduct ~~conflicts~~or ~~and~~error, ~~defense~~break-ins, ~~activities.~~ransomware ~~During~~attacks, ~~times~~supply chain attacks, software bugs, server malfunctions, software or hardware failures, loss of ~~war~~data ~~and~~or other ~~major~~IT ~~conflicts~~assets, weadware, ~~the~~telecommunications ~~third~~failures, ~~parties~~attacks ~~with~~enhanced ~~which~~or wefacilitated ~~work~~by AI, and ~~our~~other ~~customers~~similar threats. Our products and services may also be ~~vulnerable~~subject to afraudulent ~~heightened~~usage ~~risk~~and ~~of these attacks~~schemes, including ~~retaliatory~~from ~~cyberattacks~~third parties accessing customer accounts or viewing data from our platform. In addition, ~~that~~remote ~~could~~work ~~materially~~has ~~disrupt~~become more common and has increased risks to our IT systems and ~~operations~~data, ~~supply~~as ~~chain,~~more ~~and~~of ~~ability~~our toemployees ~~produce~~utilize network connections, ~~sell~~computers, and ~~maintain~~devices ~~the~~outside ~~availability~~our ofpremises ~~our~~or ~~products~~network, ~~services~~including working at home, while in transit, and ~~platform~~in public locations.

~~We,~~Some ~~the third parties with which we work~~actors, ~~and our customers are subject to a variety of evolving threats,~~ including, ~~but~~without ~~not limited to~~limitation, ~~social-engineering~~organized ~~attacks~~criminal ~~(including~~threat ~~through~~actors ~~deep~~and ~~fakes~~nation-state-supported actors, ~~which~~now ~~may~~engage beand ~~increasingly~~are ~~difficult~~expected to ~~identify~~continue asto ~~fake,~~engage ~~and~~in ~~phishing~~cyberattacks ~~attacks),~~for ~~malicious~~geopolitical ~~code~~reasons ~~(such as viruses~~ and ~~worms),~~in ~~malware~~conjunction ~~(including~~with asmilitary aconflicts ~~result~~and ofdefense ~~advanced~~activities. ~~persistent~~During ~~threat~~times ~~intrusions), denial-~~of~~-service~~ ~~attacks~~war ~~(such~~and asother ~~credential~~major ~~stuffing)~~conflicts, ~~credential harvesting~~we, ~~personnel~~the ~~misconduct~~third orparties ~~error,~~with ~~break-ins,~~which ~~ransomware~~we ~~attacks~~work, ~~supply~~and ~~chain~~our ~~attacks,~~customers ~~software~~may ~~bugs,~~be ~~server~~vulnerable ~~malfunctions,~~to ~~software~~a orheightened ~~hardware~~risk ~~failures, loss~~ of ~~data~~these ~~or other IT assets~~attacks, ~~adware,~~including ~~telecommunications~~retaliatory ~~failures~~cyberattacks, ~~attacks~~that ~~enhanced~~could ormaterially ~~facilitated~~disrupt byour ~~AI,~~systems and ~~other~~operations, ~~similar~~supply ~~threats.~~chain, ~~Our products~~ and ~~services~~ability ~~may also be subject~~ to ~~fraudulent~~produce, ~~usage~~sell, and ~~schemes,~~maintain ~~including~~the ~~from~~availability ~~third~~of ~~parties~~our ~~accessing~~products, ~~customer~~services, ~~accounts~~and ~~or viewing data from our~~ platform. InFor ~~addition~~example, ~~remote~~individuals ~~work~~from ~~has~~sanctioned ~~become~~jurisdictions ~~more~~such ~~common~~as ~~and~~North ~~has~~Korea ~~increased~~have ~~risks~~illicitly toand ~~our~~fraudulently ITsought ~~systems~~employment ~~and~~at ~~data,~~U.S. ascompanies ~~more~~to ofget ~~our~~access ~~employees~~to ~~utilize~~those ~~network~~companies’ ~~connections,~~sensitive ~~computers,~~information. ~~and~~If ~~devices~~we ~~outside~~were ~~our~~found ~~premises~~to orhave ~~network,~~willfully ~~including~~or ~~working~~knowingly atemployed ~~home,~~any ~~while~~such ~~in transit~~individuals, ~~and~~we incould ~~public~~face ~~locations~~criminal liability.

Severe ransomware attacks, including by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations, loss of sensitive information and income, reputational harm, and diversion of funds. While extortion payments have the potential to alleviate the negative impact of a ransomware attack, we may be unwilling or unable to make such payments for a variety of reasons, including, but not limited to, applicable laws or regulations prohibiting such payments. 27

Any sensitive information (including confidential, competitive, proprietary, or personal data) that we input into a third-party generative AI platform could be leaked or disclosed to others, including if sensitive information is used to train the third party's AI model. Additionally, where an AI model ingests personal data and makes

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~~connections~~Ransomware ~~using~~attacks ~~such~~are ~~data,~~becoming ~~those~~increasingly ~~technologies~~prevalent ~~may~~and ~~reveal~~severe ~~other~~and ~~personal~~can orlead to significant interruptions in our operations, loss of sensitive information ~~generated~~and byincome, reputational harm, and diversion of funds. While extortion payments have the ~~model~~potential to alleviate the negative impact of a ransomware attack, we may be unwilling or unable to make such payments for a variety of reasons.

We employ a shared responsibility model where our customers are responsible for using, configuring, and otherwise implementing security measures related to our products, services, and platform, ~~and products~~ in a manner that meets applicable cybersecurity standards, complies with laws, and addresses their information security risk. As part of this model, we make certain security features available to our customers that can be implemented at our customers'’ discretion, or identify security areas or measures for which our customers are responsible. For example, depending on the product implementation, our customers are responsible for adding and enforcing multi-factor authentication to access their accounts. In certain cases where our customers choose not to implement, or incorrectly implement, such features or measures, misuse our services, or otherwise experience their own vulnerabilities, policy violations, credential exposure or security incidents, even if we or our platform are not the cause of any customer security issue or incident that may result, our customer relationships, reputation, and operating results may be adversely impacted.

It may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident. Our efforts to do so may not be successful. Actions taken by us, or the third parties with which we work, to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business. Threat actors may also gain access to other networks and systems after a compromise of our networks and systems. For example, threat actors may use an initial compromise of one part of our environment to gain access to other parts of our environment, or leverage a compromise of our networks or systems to gain access to the networks or systems of third parties with whom we work, such as through phishing or supply chain attacks.

We rely upon third-party developers, service providers, and technologies to operate critical business systems to process sensitive information in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, encryption and authentication technology, employee email, and other functions. We may also rely on third-party developers, service providers, and technologies to provide other products or services to operate our business. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. We may also share or receive sensitive information with or from third parties. If our third-party service providers experience a security incident or other interruption, we could experience adverse consequences. While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages or we may be unable to recover such award. In addition, supply chain attacks have increased in frequency and severity, and we cannot guarantee that third parties and infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our IT systems (including our products, services, and platform) or the third-party IT systems that support us and our services.

While we have implemented security measures designed to help protect against security incidents, there can be no assurance that these measures are or will be effective. Although we take certain steps to detect, mitigate, and remediate various vulnerabilities in our IT systems (such as our hardware and/or software, including that of third parties with which we work, and those used to operate our products), doing so takes significant time and resources and we are not able to detect, and have not been able to remediate, all vulnerabilities in our IT systems (including those that operate our products and those that are used to provide our services).

Additionally, our business depends upon the appropriate and successful implementation of our services by our customers. If our customers fail to use our service according to our specifications, our customers may suffer a security incident on their own systems or other adverse consequences. Even if such an incident is unrelated to our security practices, it could result in our incurring significant economic and operational costs in investigating, remediating, and implementing additional measures to further protect our customers from their own vulnerabilities, as well as in reputational harm.

For several reasons, including the introduction of new vulnerabilities, resource constraints, competing business demands, dependence on third parties, and technological challenges, a large number of high and critical unremediated vulnerabilities exist in our IT systems and will exist until our remediation efforts are completed. We have taken, and are taking, steps designed to mitigate these vulnerabilities in a prioritized manner based on our assessment of the risk posed by such vulnerabilities. Despite our efforts, there can be no assurance that these vulnerability mitigation measures will be effective. Moreover, we have experienced delays 28

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For several reasons, including the introduction of new vulnerabilities, resource constraints, competing business demands, dependence on third parties, and technological challenges, a large number of high unremediated vulnerabilities exist in our IT systems and will exist until our remediation efforts are completed. We have taken, and are taking, steps designed to mitigate these vulnerabilities in a prioritized manner based on our assessment of the risk posed by such vulnerabilities. Despite our efforts, there can be no assurance that these vulnerability mitigation measures will be effective. Moreover, we have experienced delays in developing and deploying remedial measures and patches designed to address any identified vulnerabilities. Vulnerabilities could be exploited and result in a security incident.

Any of the previously identified or similar threats could cause a security incident or other interruption. A security incident or other interruption could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information or IT systems, or those of the third parties with which we work (including our customers). AIf we or third parties with which we work experience a security incident or ~~other~~are ~~interruption~~perceived ~~could~~to ~~disrupt~~have ~~our~~experienced ~~ability~~a security incident, ~~and~~which ~~that~~has ofpreviously ~~third~~occurred, ~~parties~~we ~~with~~could ~~which~~experience wesignificant ~~work~~consequences, toincluding ~~provide~~government ~~our~~enforcement ~~products~~actions (e.g., ~~services~~investigations, audits, inspections, fines, and ~~platform.~~penalties), ~~Our~~litigation ~~current~~(including ~~security~~class-related ~~measures~~claims), ~~may~~additional bereporting ~~insufficient~~requirements toand ~~prevent~~oversight, restrictions or ~~deter~~bans ~~such~~on ~~incidents~~processing orsensitive ~~interruptions.~~information We(including ~~expend~~personal ~~significant~~data ~~resources~~and sensitive third-party and ~~have~~customer ~~modified~~data), ~~our~~loss ~~business~~of ~~activities~~revenue toor ~~try~~profits, loss of customers or sales, interruptions or stoppages in or modifications to ~~protect~~our ~~against~~operations ~~security~~(including ~~incidents.~~availability ~~Certain~~of data), ~~privacy~~indemnification obligations, negative publicity, and ~~security~~reputational ~~obligations~~harm. ~~have~~Security ~~required~~incidents usand attendant consequences may also cause customers to ~~implement~~stop using our products, services, and ~~maintain~~platform ~~security~~(including ~~measures~~by ordeclining ~~industry-standard~~to orrenew ~~reasonable~~their ~~security~~subscriptions), ~~measures~~deter tonew ~~protect~~customers from using our ITproducts, ~~systems~~services, and ~~sensitive~~platform, ~~information~~and negatively impact our ability to grow and operate our business.

In addition, business transactions, such as acquisitions or integrations, have exposed us to these same or additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Furthermore, in the past, we have discovered security issues that were not found during due diligence of such acquired or integrated entities, and it has been, and may continue to be, difficult to integrate companies into our IT environment and security program.

Applicable data privacy and security obligations, including data breach laws and contractual obligations to various customers, may require us to notify relevant stakeholders, including affected individuals, customers, regulators, and investors, of security incidents. For example, SEC rules require disclosure on Form 8-K of the material aspects of the nature, scope, and timing of any material cybersecurity incident and the material impact or reasonably likely material impact of such incident. Determining whether a cybersecurity incident is notifiable or material may not be straightforward, and any such disclosures could be costly and could lead to negative publicity, loss of customer or partner confidence in the effectiveness of our security measures, diversion of management’s attention, governmental investigations, and the expenditure of significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach.

If we or third parties with which we work experience a security incident or are perceived to have experienced a security incident, we could experience significant consequences, including, but not limited to, government enforcement actions (e.g., investigations, audits, inspections, fines, and penalties), litigation (including class-related claims), additional reporting requirements and oversight, restrictions or bans on processing sensitive information (including personal data and sensitive third-party and customer data), loss of revenue or profits, loss of customers or sales, interruptions or stoppages in or modifications to our operations (including availability of data), indemnification obligations, negative publicity, and reputational harm. Security incidents and attendant consequences may also cause customers to stop using our products, services, and platform (including by declining to renew their subscriptions), deter new customers from using our products, services, and platform, and negatively impact our ability to grow and operate our business. In addition, security incidents experienced by others, such as competitors or customers, may lead to widespread negative publicity for us, our customers, or the construction software industry generally.

Our contracts may not contain indemnification, limitations of liability, or other protective provisions. Even where they do, there can be no assurance that indemnification clauses, limitations of liability, or other protective provisions in our contracts are applicable, enforceable, or sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our general liability insurance coverage and coverage for cyber liability or errors or omissions will be adequate or sufficient to protect us from, or to mitigate liabilities arising out of, our data privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could materially adversely affect our business, financial condition, results of operations, and prospects.

In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveal competitively sensitive details about our organization and could be used to undermine our competitive advantage. ~~Furthermore~~To the extent we do not effectively address these risks, our business, financial condition, results of operations, and prospects could be materially adversely affected.

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sensitive information of our company or our customers could be leaked, disclosed, or revealed as a result of, or in connection with, our employees’, personnel’s, or vendors’ use of generative AI technologies.

Our business depends upon the appropriate and successful implementation of our products by our customers. If our customers fail to use our products according to our specifications, our customers may suffer a security incident on their own systems or other adverse consequences. Even if such an incident is unrelated to our security practices, it could result in our incurring significant economic and operational costs in investigating, remediating, and implementing additional measures to further protect our customers from their own vulnerabilities and could result in reputational harm. To the extent we do not effectively address these risks, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Our business is subject to a wide range of laws and regulations, many of which are evolving, and our failure to comply with such laws and regulations could materially adversely affect our business, financial condition, results of operations, and prospects.

We are subject to a number of laws and regulations in the U.S. and internationally that apply generally to businesses, including laws and regulations governing the internet and the marketing, sale, and delivery of services over the internet. These laws and regulations, which continue to evolve, cover, among other things, taxation, tariffs, data protection and privacy, data security, data governance, AI, pricing, content, copyrights, distribution, mobile and other communications, advertising practices, electronic contracts, sales procedures, automatic subscription renewals, credit card processing procedures, consumer protection, consumer financial protection, payment regulation, payment processing and settlement services, domestic and cross-border money transmission, foreign currency exchange, anti-money laundering, fraud detection, economic and trade sanctions, the design and operation of websites, and the characteristics and quality of products that are offered online. We cannot guarantee that we have been or will in the future be fully compliant with such laws and regulations in every jurisdiction, as it is not entirely clear in every jurisdiction how existing laws and regulations governing such areas apply or will be enforced. Moreover, as the regulatory landscape continues to evolve, increasing regulation and enforcement efforts by federal, state, and foreign authorities, and the prospects for private litigation claims, become more likely. In addition, the adoption of new laws or regulations, or the imposition of other legal requirements, that adversely affect our ability to market or sell our products and services could harm our ability to offer, or customer demand for, our products and services, which could impact our revenue, impair our ability to expand our products and services, and make us more vulnerable to competition. Future regulations, or changes in laws and regulations or their existing interpretations or applications, could also require us to change our business practices and raise compliance costs or other costs of doing business. For example, on May 7, 2024, the Federal Communications Commission re-adopted “network neutrality” rules in the U.S. These rules could affect the services we and our customers use by restricting the offerings made by internet service providers or reducing their incentives to invest in their networks. ~~The~~On ~~rules~~January ~~were~~2, ~~stayed~~2025, ~~pending~~the ~~completion~~U.S. Court of anAppeals ~~appeal~~for bythe anSixth ~~order~~Circuit ofvacated the Urules.S. ~~Court~~A ofpetition ~~Appeals~~ for rehearing of the ~~Sixth~~decision ~~Circuit~~filed by proponents of network neutrality was denied on ~~August~~March 111, ~~2024~~2025, and the time for seeking Supreme Court review of the decision has expired. In addition, after a federal court judge denied a request for an injunction against California’s state-specific network neutrality law, California began enforcing that law on March 25, 2021. Other states could begin to enforce existing laws or adopt new network neutrality requirements. ~~For~~Several ~~example,~~other astates ~~temporary~~have ~~injunction~~adopted ~~preventing implementation of a~~ similar ~~law~~rules, inincluding ~~Vermont~~Washington, ~~expired on April 20~~Oregon, ~~2022~~Colorado, ~~although~~New ~~the~~Jersey, ~~challenge to that law remains pending~~ and ~~has been suspended until an appeal in another case addressing state powers to adopt internet regulation is resolved~~Vermont. Many of the laws and regulations to which we are subject are still evolving and being tested in courts and could be interpreted in ways that could harm our business. The application and interpretation of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolve rapidly, it is possible that we may not be, or may not have been, compliant with each such applicable law or regulation.

Additionally, various federal, state, and foreign labor laws govern our relationships with our employees and affect operating costs. These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers’ compensation rates, overtime, family leave, workplace health and safety standards, payroll taxes, citizenship requirements, and other laws and regulations.

In certain instances, we rely on third-party service providers or partners to facilitate certain features of our platform or products that are subject to laws and regulations that may be complex, wide-ranging, and evolving, and whose compliance practices and licensure we are unable to control. If such third parties or partners are unable to effectively manage their compliance and licensure obligations in connection with the services they provide to us, or choose not to renew agreements with us because of the costs or burden of compliance with such obligations or for any other reason, our users may experience service changes, interruptions, or delays. Furthermore, we may be unable to find new service providers or partners, or may need to obtain replacement services on less favorable terms. For example, we rely on payment partners to facilitate payments through Procore Pay.

29Any claim, lawsuit, proceeding, investigation, inquiry, or request under any of the foregoing could: result in reputational harm, criminal sanctions, consent decrees, and orders preventing us from offering certain features, functionalities, products, or services; limit our access to credit; result in a modification or suspension of our business practices; require us to develop non-infringing or otherwise altered products or technologies; prompt ancillary claims, lawsuits, proceedings, investigations, inquiries, or requests; consume financial and other

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~~provide~~resources towhich ~~us,~~may orotherwise ~~choose~~be ~~not~~utilized tofor ~~renew~~other ~~agreements~~purposes, ~~with~~such usas ~~because~~advancing ofother ~~the~~products ~~costs~~and orservices ~~burden~~on ofour ~~compliance~~platform; ~~with~~cause ~~such~~a ~~obligations~~breach or ~~for~~cancellation ~~any~~of ~~other~~certain ~~reason,~~contracts; ~~our~~or ~~users~~result ~~may~~in ~~experience~~a ~~service~~loss ~~changes~~of customers, ~~interruptions~~investors, or ~~delays~~partners. ~~Furthermore,~~Any weof ~~may~~the beforegoing, ~~unable~~or toany ~~find~~significant ~~new~~additional ~~service~~laws ~~providers~~ or ~~partners~~regulations, or ~~may~~our ~~need~~failure to ~~obtain~~comply ~~replacement~~with ~~services~~any onlaws ~~less~~and ~~favorable~~regulations ~~terms.~~that ~~For~~now ~~example,~~or wein ~~rely~~the onfuture ~~payment~~could ~~partners~~apply to ~~facilitate~~our ~~payments~~business, ~~through~~could ~~Procore~~materially ~~Pay~~adversely affect our business, financial condition, results of operations, and prospects.

Any claim, lawsuit, proceeding, investigation, inquiry, or request under any of the foregoing could: result in reputational harm, criminal sanctions, consent decrees, and orders preventing us from offering certain features, functionalities, products, or services; limit our access to credit; result in a modification or suspension of our business practices; require us to develop non-infringing or otherwise altered products or technologies; prompt ancillary claims, lawsuits, proceedings, investigations, inquiries, or requests; consume financial and other resources which may otherwise be utilized for other purposes, such as advancing other products and services on our platform; cause a breach or cancellation of certain contracts; or result in a loss of customers, investors, or partners. Any of the foregoing, or any significant additional laws or regulations, or our failure to comply with any laws and regulations that now or in the future could apply to our business, could materially adversely affect our business, financial condition, results of operations, and prospects.

We may become involved in litigation and other disputes that could materially adversely affect our business, financial condition, results of operations, and prospects.

As we face increasing competition and gain a higher profile, we have become, and may in the future become, a party to litigation, claims, investigations, inquiries, proceedings, and other disputes related to, among other things, our intellectual property, commercial matters, business or employment practices, regulatory compliance (including securities law compliance), products, services, and platform. Declines in stock price, which we have experienced and may experience from time to time, can increase the risk of securities class action litigation. Such litigation can be costly and time-consuming, divert the attention of management and key personnel from our business operations, and dissuade prospective customers from subscribing to our products or services.

We have become, and may in the future become, party to legal proceedings and claims alleging infringement or misappropriation of intellectual property or violations of employment laws and workplace regulations, whether with or without merit,. ~~which~~These matters have been, and could continue to be, time-consuming to defend, and have resulted, and could continue to result, in costly litigation and diversion of resources. Such legal proceedings are unpredictable, and we could receive an unfavorable outcome in pending or future proceedings. If any such proceedings are successful, or if we need to settle disputes on terms that are unfavorable to us, we could be required to change our products, ~~and~~ business practices, employment policies, indemnify our customers or business partners, pay substantial settlement costs, back wages, regulatory fines, or refund fees. WeFor ~~may~~example, ~~also~~in ~~have~~2024, toOracle ~~seek~~America, aInc. ~~license~~and tocertain ~~continue~~of ~~practices~~its ~~found~~affiliates tofiled bea inlawsuit ~~violation~~against us, one of ~~third-party~~our ~~rights~~affiliates, ~~which~~and ~~may~~an ~~not~~employee bein ~~available~~federal tocourt usalleging onthat ~~reasonable~~we ~~terms~~had ormisappropriated ~~may~~certain trade secrets. We are not beable ~~available~~to estimate the extent of the damages that we would incur if we were to usreceive atan ~~all~~unfavorable outcome in this lawsuit.

We may be subject to injunctive relief or ongoing government oversight that restricts our ability to manage our workforce effectively, or be required to seek a license to continue practices found to be in violation of third-party rights, which may not be available to us on reasonable terms or at all, any of which could materially impact our business.

Additionally, during the course of any litigation or dispute, we may make announcements regarding the results of hearings and motions and other interim developments. If securities analysts and investors consider these announcements negative, our stock price may decline. Any of the above could increase our operating expenses, and materially adversely affect our business, financial condition, results of operations, and prospects.

Increased government scrutiny of the technology industry generally or our operations specifically could negatively affect our business.

The technology industry is subject to intense media, political, and regulatory scrutiny, which may expose us to government investigations, legal actions, and penalties. Various regulatory agencies, including competition, consumer protection, and privacy authorities, have active proceedings and investigations concerning technology companies, some of which have offerings, like app marketplaces and collaboration tools, that are similar to services and features we offer. If proceedings or investigations targeted at other companies result in determinations that certain practices are unlawful, we could be required to change our products and services or alter our business operations, which could harm our business. Legislators and regulators also have proposed new laws and regulations intended to restrain the activities of some technology companies. If such laws or regulations are enacted, they could adversely impact us, even if they are not intended to affect our company. The increased scrutiny of acquisitions in the technology industry also could affect our ability to enter into strategic transactions or to acquire other businesses. Compliance with new or modified laws and regulations could increase the cost of conducting business, limit opportunities to increase our revenues, or prevent us from offering products or services.

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regulations could increase the cost of conducting business, limit opportunities to increase our revenues, or prevent us from offering products or services.

In addition, the introduction of new products and services, expansion of our activities in certain jurisdictions or with certain government customers, or other actions we may take may subject us to additional laws, rules, and regulations, or other government scrutiny. We may not always be able to accurately predict the scope or applicability of certain laws, rules, or regulations to our business, particularly as we expand into new areas of operations, such as Procore Pay, which could negatively affect our business and our ability to pursue future plans. Compliance with any such new laws and regulations will be costly, time consuming, and, as a global commercial organization, require expenditure of our limited resources to be in compliance with the various standards across the jurisdictions in which we operate. Failure to adequately meet these new and upcoming disclosure requirements may affect the manner and locations in which we choose to conduct our business and could adversely affect our operating results. In addition, any perceived or actual breach by us of applicable laws, rules, and regulations could have a significant impact on our reputation as a trusted brand and could cause us to lose customers in existing and emerging lines of business, prevent us from acquiring new customers, require us to expend significant resources to remedy issues caused by such breaches and to avert further breaches, and expose us to legal risk and potential liability.

Our liability for third-party content on our platform, such as content posted by customers and other users, currently is limited by Section 230 of the Communications Decency Act (the “CDA”). The U.S. Congress and federal agencies have proposed further changes or amendments to the CDA each year since 2019, including, among other things, proposals that would narrow CDA immunity, expand government enforcement power relating to content moderation concerns, or repeal the CDA altogether. In addition, some states have passed, and other states may adopt, laws intended to limit the protection afforded by Section 230 of the CDA. For example, laws passed by Florida and Texas related to Section 230 of the CDA are the subject of pending legal challenges. We expect that courts will continue to interpret the scope of Section 230 of the CDA in cases in which platforms seek to invoke its protections. Any changes to the protection afforded by Section 230 of the CDA could decrease or change our protections from liability for third-party content in the U.S. There are other cases pending before the judiciary that may result in changes to the protections Section 230 of the CDA affords to internet platforms. We could incur significant costs investigating and defending such claims and, if we are found liable, significant damages or license costs. We could also face fines or orders restricting or blocking our services in particular geographies as a result of content hosted on our services. If any of these events occur, we may incur significant costs or be required to make significant changes to our products, services, business practices, or operations and our business could be seriously harmed. We also could be harmed by government investigations, litigation, or changes in laws and regulations directed at our business partners or suppliers in the technology industry that have the effect of limiting our ability to do business with those entities. For example, the U.S. government recently has taken action against companies operating in China intended to limit their ability to do business in the U.S. or with U.S. companies.

We are currently subject to regulatory inquiries in the ordinary course of business, and may face additional inquiries in the future. Regulatory actions, even if unsuccessful, can be costly, distract us from our core business, and can lead to high defense costs, damage awards, injunctions, increased business costs, fines, or required changes to our business practices. These actions could also demand significant management attention and operational resources, harming our business.

WeSuch ~~are~~government pursuing FedRAMP authorization in order to facilitate our ability to enter into contracts with U.S. federal entities and contractors. Achieving FedRAMP authorization requires significant time and resources, and there is no guarantee that we will be successful on the timelines we estimate, or at all. If we are successful, our business and operations will be subject to heightened regulatory requirements and scrutiny, ~~along with the additional costs and challenges~~ of ~~complying with such requirements, and there is a risk that~~ the ~~costs~~technology ~~of achieving and maintaining FedRAMP authorization will not be offset~~industry, ~~in full~~ or atthe ~~all,~~outcome ~~by increased sales~~ of ~~our~~any ~~products~~investigation, ~~services~~inquiry, ~~and platform. Contracting with government entities involves additional risks due to~~litigation, ~~among~~or ~~other~~changes ~~things, the nature of the government procurement process and the costs and burden of complying with the complex and often changing requirements that apply~~ to ~~government~~laws ~~contracts.~~or Weregulations ~~may face audits and investigations in connection with government contracts, and any violations thereof~~ could ~~lead~~materially toadversely ~~penalties,~~affect ~~contract~~our ~~termination~~business, ~~fines,~~financial ~~suspension from future government business~~conditions, ~~and damage to our reputation and operating~~ results, ~~among other risks. The sale~~ of ~~products and services to government entities also comes with challenges~~operations, ~~such as longer sales~~ and ~~collection cycles and different budgeting processes~~prospects.

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There can be no assurance that our business will not be materially adversely affected, individually or in the aggregate, by such scrutiny or the outcomes of any such investigations, inquiries, litigation, or changes to laws and regulations in the future.

We are subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we are not in compliance with applicable laws.

Our products, services, and platform are subject to various restrictions under U.S. export control and sanctions laws and regulations, including the U.S. Department of Commerce’s Export Administration Regulations, and various economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. The U.S. export control laws and U.S. economic sanctions laws include restrictions or prohibitions on the sale or supply of certain products and services to embargoed or sanctioned countries, governments, persons, and entities, identified by the U.S., and also require authorization for the export of certain encryption items. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain cloud-based solutions to countries, governments, and persons targeted by U.S. sanctions. In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted or could enact laws that could limit our ability to make available or implement our platform in those countries. While we have implemented certain procedures to facilitate compliance with applicable laws and regulations in connection with the collection of this information, we cannot assure you that these procedures have been effective or that we, or third parties, many of whom we do not control, have complied with all laws or regulations in this regard. Failure by our customers, employees, representatives, contractors, partners, agents, intermediaries, or other third parties to comply with applicable laws and regulations in the collection of this information also could have negative consequences to us, including reputational harm, government investigations, and penalties.

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make available or implement our platform in those countries. While we have implemented certain procedures to facilitate compliance with applicable laws and regulations in connection with the collection of this information, we cannot assure you that these procedures have been effective or that we, or third parties, many of whom we do not control, have complied with all laws or regulations in this regard. Failure by our customers, employees, representatives, contractors, partners, agents, intermediaries, or other third parties to comply with applicable laws and regulations in the collection of this information also could have negative consequences to us, including reputational harm, government investigations, and penalties.

Although we take precautions to prevent our information collection practices from being in violation of such laws, our information collection practices may have been in the past, and could in the future be, in violation of such laws. If we or our employees, representatives, contractors, partners, agents, intermediaries, or other third parties fail to comply with these laws and regulations, we could be subject to civil or criminal penalties, including the possible loss of export privileges and fines and penalties. We may also be adversely affected through other penalties, reputational harm, loss of access to certain countries, or otherwise. Obtaining the necessary authorizations, including any required license, for a particular transaction may be time-consuming, is not guaranteed and may result in the delay or loss of sales opportunities. While we are working to implement additional controls designed to prevent similar activity from occurring in the future, these controls may not be fully effective.

Changes in our platform, or changes in sanctions and import and export laws, may delay the introduction and sale of subscriptions to access our products or services internationally, prevent our customers with international operations from using our platform, or in some cases, prevent the access or use of our platform to and from certain countries, governments, persons, or entities altogether. Further, any change in export or import regulations, economic sanctions, or related laws, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons, or technologies targeted by such regulations could result in decreased use of our platform or in our decreased ability to export or sell subscriptions to use our platform to existing or prospective customers with international operations. Any decreased use of our platform or limitation on our ability to export or sell subscriptions to use our platform could materially adversely affect our business, financial condition, results of operations, and prospects.

We are also subject to the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the U.K. Bribery Act 2010 (the “Bribery Act”), and other anti-corruption, sanctions, anti-bribery, anti-money laundering, and similar laws in the U.S. and other countries in which we conduct activities. Anti-corruption and anti- bribery laws, which have been enforced aggressively and are interpreted broadly, prohibit companies and their employees, agents, intermediaries, and other third parties from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the private sector. InWe ~~the future~~leverage, weand may continue to leverage, third parties, including intermediaries, agents, and partners, to conduct our business in the U.S. and abroad and to sell subscriptions. We and these third parties may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities, and we may be held liable for the corrupt or other illegal activities of these third-party partners and intermediaries, our employees, representatives, contractors, partners, agents, intermediaries, and other third parties, even if we do not explicitly authorize such activities. While we have policies and procedures to facilitate compliance with the FCPA, the Bribery Act, and other anti-corruption, sanctions, anti-bribery, anti-money laundering, and similar laws, we cannot assure you that they will be effective, or that all of our employees, representatives, contractors, partners, agents, intermediaries, or other third parties have taken, or will not take actions, in violation of our policies and procedures and applicable law, for which we may be ultimately held responsible. As we increase our international sales and business, our risks under these laws may increase. Noncompliance with these laws could subject us to investigations, severe criminal or civil sanctions, settlements, prosecution, loss of export privileges, suspension or debarment from U.S. government contracts, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, whistleblower complaints, adverse media coverage, and other consequences. Any investigations, actions, or sanctions could materially adversely affect our business, financial condition, results of operations, and prospects.

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Bribery Act, and other anti-corruption, sanctions, anti-bribery, anti-money laundering, and similar laws, we cannot assure you that they will be effective, or that all of our employees, representatives, contractors, partners, agents, intermediaries, or other third parties have taken, or will not take actions, in violation of our policies and procedures and applicable law, for which we may be ultimately held responsible. As we increase our international sales and business, our risks under these laws may increase. Noncompliance with these laws could subject us to investigations, severe criminal or civil sanctions, settlements, prosecution, loss of export privileges, suspension or debarment from U.S. government contracts, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, whistleblower complaints, adverse media coverage, and other consequences. Any investigations, actions, or sanctions could materially adversely affect our business, financial condition, results of operations, and prospects.

Certain of our services subject us to complex and evolving laws and regulations regarding the unauthorized practice of law (“UPL”).

UPL generally refers to a person or entity that is not licensed to practice law but that gives legal advice or advertises its services as the practice of law. As a result of our acquisition of Express Lien, Inc. (d/b/a Levelset) (“Levelset”) in November 2021, certain lien rights management services that we now offer involve activities that could represent an alternative to traditional legal services and, as a result, may potentially subject us to UPL allegations. Our lien rights management business model includes the provision of document-processing services in connection with the filing of mechanic’s liens. In the past, various aspects of Levelset’s lien rights management offering have been subject to claims of UPL. We currently face, and may in the future continue to face, similar claims, actions, or proceedings.

The laws and regulations that define UPL, and the governing bodies that enforce UPL rules, differ among the various jurisdictions in which we operate, and the scope of these laws and regulations is often vague, broad, and evolving. As a result, the application and interpretation of these laws and regulations can be uncertain and conflicting. For example, regulation of legal document processing, a component of our lien rights management offering, varies among the jurisdictions in which we conduct business. Compliance with these disparate laws and regulations may require us to structure our business and services differently in certain jurisdictions, which could lead to operating inefficiencies. Maintaining compliance with UPL rules across various jurisdictions may cause us to incur significant expenses and may require that we dedicate significant management time to dealing with UPL issues, which could divert management’s attention from other matters.

As we continue to support our lien rights management offering or expand into new jurisdictions, we may face increased scrutiny and risk of additional UPL claims, actions, or proceedings. Any failure or perceived failure by us to comply with applicable UPL laws and regulations may subject us to regulatory inquiries, actions, lawsuits, or proceedings. Levelset has incurred in the past, and we expect to incur in the future, costs associated with responding to, defending, resolving, and settling UPL claims, actions, and proceedings. We can give no assurance that we will prevail in any such matters on commercially reasonable terms or at all. Responding to, defending, and settling regulatory inquiries, action, lawsuits, and proceedings may be time-consuming and divert management and financial resources or have other adverse effects on our business. A negative outcome in any of these proceedings may result in claims, actions, changes to or discontinuance of some of our services, potential liabilities, and additional costs that could materially adversely affect our business, financial condition, results of operations, and prospects.

Our Procore Pay payment solution is subject to a number of laws and regulations applicable to payment solutions, and our failure to comply with such laws and regulations could interfere with the success of Procore Pay.

Various laws and regulations govern the payments industry throughout the U.S.. Procore Pay, our payment solution, holds licenses, or is applying to hold licenses, to operate as a money transmitter (or its equivalent) in the states, as well as in the District of Columbia and certain territories, where such licenses are required. Licensed money transmitters are subject to numerous requirements, including restrictions on the investment of customer funds, reporting requirements, bond requirements, and inspection by state regulatory agencies. If we fail to comply with applicable laws or regulations required to maintain money transmitter licenses for Procore Pay, we could be subject to investigations and resulting liability, including governmental fines, restrictions on our business, or other sanctions, or be forced to cease doing business with residents of certain states or territories, forced to change our business practices, required to change our product functionality, or required to obtain additional licenses or regulatory approvals, which could impose additional costs and harm our business. There can be no assurance that we will be able to obtain money transmitter licenses in all jurisdictions in which we wish to operate. Even if we are able to do so, there could be substantial costs and potential product changes involved in maintaining such licenses, which could materially adversely affect our business, financial condition, results of operations, and prospects.

33In 2025, Procore Pay began processing payments in markets where Procore Payment Services, Inc. ("Procore Payment Services") is licensed as a money transmitter. In markets where Procore Payment Services is not currently licensed as a money transmitter, Procore Pay relies on payment partners to process payments. Local regulators may use their authority over such partners to prohibit, restrict, or limit us from doing business in their respective jurisdictions. Our payment partners may be subject to extensive compliance obligations as well as enforcement actions, fines, and litigation if found to violate any legal or regulatory requirements that apply to

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~~business~~them. ~~There~~Our ~~can~~payment bepartners nomay ~~assurance~~choose ~~that~~not weto ~~will~~renew betheir ~~able~~agreement towith ~~obtain~~us ~~money~~for ~~transmitter~~this ~~licenses~~or inany ~~all~~other ~~jurisdictions~~reason, or may seek to involve us in ~~which~~enforcement weactions, ~~wish~~fines, or litigation related to ~~operate~~the services they provide. ~~Even~~Any ifsignificant wedisruption ~~are~~in ~~able~~the toservices doprovided ~~so,~~through ~~there~~Procore Pay could beprevent ~~substantial~~transactions ~~costs~~from ~~and~~being ~~potential~~processed ~~product~~in ~~changes~~a ~~involved~~timely manner, or at all. If we or our payment partners experience delays or disruptions in ~~maintaining~~services ~~such~~or ~~licenses~~other issues, ~~which~~including ~~could~~in ~~materially~~networks ~~adversely~~or ~~affect~~systems ~~our~~that ~~business~~result in the inability to process payment in a timely manner, ~~financial~~or ~~condition~~at all, ~~results~~we ofcould ~~operations~~become involved in enforcement actions, ~~and~~fines, ~~prospects.~~or litigation.

In 2025, Procore Pay began processing payments in markets where PPS is licensed as a money transmitter. In markets where PPS is not currently licensed as a money transmitter, Procore Pay relies on payment partners to process payments. Local regulators may use their authority over such partners to prohibit, restrict, or limit us from doing business in their respective jurisdictions. Our payment partners may be subject to extensive compliance obligations as well as enforcement actions, fines, and litigation if found to violate any legal or regulatory requirements that apply to them. Our payment partners may choose not to renew their agreement with us for this or any other reason, or may seek to involve us in enforcement actions, fines, or litigation related to the services they provide. Any significant disruption in the services provided through Procore Pay could prevent transactions from being processed in a timely manner, or at all. If we or our payment partners experience delays or disruptions in services or other issues, including in networks or systems that result in the inability to process payment in a timely manner, or at all, we could become involved in enforcement actions, fines, or litigation.

Procore Pay is also subject to anti-money laundering (“AML”) laws and regulations. Although we have an AML program in place that is designed to help prevent Procore Pay from being used to facilitate money laundering, terrorist financing, and other illicit activities, or from doing business in countries or with persons and entities included on designated country or person lists promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Controls and equivalent authorities in other countries, there is no guarantee that our program will result in full compliance with applicable AML requirements, which can shift rapidly. Non-compliance with AML laws and regulations or economic and trade sanctions may subject us to significant fines, penalties, lawsuits, and enforcement actions, result in regulatory sanctions and additional compliance requirements, increase regulatory scrutiny of our business, restrict our operations, and damage our reputation and brands. Our compliance history may be considered by OFAC and other regulators as part of any potential future investigation of our sanctions regulation.

We maintain a fraud risk management policy and procedures to help manage fraud risk and minimize exposure to substantial losses, but the policy and procedures may not prevent all fraud or risk of loss. If these programs are not continuously monitored and improved, senders could potentially direct payments to the wrong recipients or bad actors within a customer’s organization could make fraudulent payments, which could harm our reputation and damage our brand, business, and operating results.

Risks Related to Our Intellectual Property

Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets and otherwise materially adversely affect our business, financial condition, results of operations, and prospects.

We primarily rely and expect to continue to rely on a combination of patent, copyright, trademark, and trade secret laws, as well as confidentiality procedures, licenses, and contractual restrictions, to establish and protect our intellectual property rights and proprietary information, all of which provide only limited protection. As of December 31, ~~2024~~2025, we had 80107 issued patents in the U.S. and 9390 pending patent applications in the U.S. Additionally, we had 313 issued patents in foreign countries, 28 pending patent applications in foreign countries, as well as 67 pending international patent applications that preserve our right to file additional foreign patent applications in the future. Our issued patents in the U.S. will expire between 2034 and ~~2043~~2046. We continually review our development efforts to assess the existence and patentability of new intellectual property.

We have devoted substantial resources to the development of our proprietary technologies and related processes. We make business decisions about when to seek patent protection for a particular technology and when to rely upon copyright or trade secret protection, and the approach we select may ultimately prove to be inadequate. Even when we seek patent protection, there is no assurance that the resulting patents will effectively protect every significant feature of our products, services, or platform. In addition, we believe that the protection of our trademark rights is an important factor in product recognition, protecting our brand, and maintaining goodwill. If we do not adequately protect our rights in our trademarks from infringement, misappropriation, and unauthorized use, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business. In order to protect our proprietary technologies and processes, we rely in part on trade secret laws and confidentiality agreements with our employees, consultants, and third parties. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of such information.

34From time to time, we have been, and may continue to be, subject to claims of alleged infringement by us of the trademarks, copyrights, patents, and other intellectual property rights of third parties. Third parties may also knowingly or unknowingly infringe our proprietary rights. In any of these cases we may not be able to prevent infringement without incurring substantial expenses. Others may independently discover our trade secrets, in which case we would not be able to assert trade secret rights, or develop similar technologies and processes. Additionally, pending and future patent, trademark, and copyright applications may not be approved,

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and our issued patents may be contested, circumvented, found unenforceable, or ~~impaired~~invalidated. Further, laws in certain jurisdictions may afford little or no trade secret protection, and any changes in, or unexpected interpretations of, the intellectual property laws in any country in which ~~could~~we ~~harm~~operate may compromise our ~~brand~~ability ~~and~~to enforce our ~~business~~intellectual property rights. InCostly ~~order~~and time-consuming litigation could be necessary to enforce and determine the scope of our intellectual property rights, protect our ~~proprietary~~trade ~~technologies~~secrets, or determine the validity and ~~processes~~scope of proprietary rights claimed by others. Any such litigation, weregardless ~~rely~~of inoutcome ~~part~~or onmerit, ~~trade~~could ~~secret~~result ~~laws~~in substantial costs and ~~confidentiality~~diversion ~~agreements~~of ~~with~~management ~~our~~and ~~employees,~~technical ~~consultants~~resources, ~~and~~any ~~third~~of ~~parties~~which could materially harm our business. ~~These~~If ~~agreements~~the ~~may~~protection ~~not~~of ~~effectively~~our proprietary rights is inadequate to prevent ~~disclosure~~use or appropriation by third parties, the value of ~~confidential~~our ~~information~~products, services, platform, brand, and other intangible assets may ~~not~~be ~~provide~~diminished, anand ~~adequate~~competitors ~~remedy~~may inbe ~~the~~able ~~event~~to more effectively replicate our platform and its features. Any of ~~unauthorized~~these ~~disclosure~~events could materially adversely affect our business, financial condition, results of ~~such~~operations, ~~information~~and prospects.

From time to time, we have been, and may continue to be, subject to claims of alleged infringement by us of the trademarks, copyrights, patents, and other intellectual property rights of third parties. Third parties may also knowingly or unknowingly infringe our proprietary rights. In any of these cases we may not be able to prevent infringement without incurring substantial expenses. Others may independently discover our trade secrets, in which case we would not be able to assert trade secret rights, or develop similar technologies and processes. Additionally, pending and future patent, trademark, and copyright applications may not be approved, and our issued patents may be contested, circumvented, found unenforceable, or invalidated. Further, laws in certain jurisdictions may afford little or no trade secret protection, and any changes in, or unexpected interpretations of, the intellectual property laws in any country in which we operate may compromise our ability to enforce our intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our intellectual property rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any such litigation, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could materially harm our business. If the protection of our proprietary rights is inadequate to prevent use or appropriation by third parties, the value of our products, services, platform, brand, and other intangible assets may be diminished, and competitors may be able to more effectively replicate our platform and its features. Any of these events could materially adversely affect our business, financial condition, results of operations, and prospects.

We license technology from third parties and our inability to maintain those licenses could materially adversely affect our business, financial condition, results of operations, and prospects.

We currently incorporate, and will in the future incorporate, technology that we license from third parties into our products, services, and platform. We cannot be certain that our licensors do not or will not infringe on the intellectual property rights of third parties or that our licensors have or will have sufficient rights to the licensed intellectual property in all jurisdictions where we may sell subscriptions to use our products, services, or platform. Some of our agreements with our licensors may be terminated by them for convenience or otherwise provide for a limited term. If we are unable to continue our license agreements or enter into new licenses on commercially reasonable terms, our ability to develop and sell subscriptions to use products or services containing that technology would be limited, and our business could be harmed. For example, if we are unable to license technology from third parties, such as technology that helps enable our products, services, or platform, we may be forced to acquire or develop alternative technology, which we may be unable to do in a commercially feasible manner or at all, which may require us to use alternative technology of lower quality or performance standards. This could limit or delay our ability to offer certain existing, new, or competitive products or services and may increase our costs. As a result, our business, financial condition, and results of operations could be materially adversely affected.

Our use of third-party open source software could negatively affect our ability to sell subscriptions to access our products and platform and subject us to possible litigation.

From time to time, companies that use third-party open source software have faced claims challenging the use of such open source software and compliance with the open source software license terms. Accordingly, we may be subject to lawsuits by parties claiming ownership of what we believe to be open source software or claiming non-compliance with the applicable open source licensing terms. Some open source software licenses require end-users, who distribute or make available across a network software and services that include open source software, to make publicly available or to license all or part of such software (which in some circumstances could include valuable proprietary code, such as modifications or derivative works created, based upon, incorporating, or using the open source software) under the terms of the particular open source license. While we employ practices designed to monitor our compliance with the licenses of third-party open source software and protect our valuable proprietary source code, we may inadvertently use third-party open source software in a manner that exposes us to claims of non-compliance with the terms of the applicable license, including claims of intellectual property rights infringement or for breach of contract. Furthermore, there exists today an increasing number of types of open source software licenses, almost none of which have been tested in courts of law to provide clarity on their proper legal interpretation. If we were to receive a claim of non-compliance with the terms of any of these open source licenses, we may be required to publicly release certain portions of our proprietary source code. We could also be required to expend substantial time and resources to re-engineer some or all of our software. Any of the foregoing could materially adversely affect our business, financial condition, results of operations, and prospects.

35In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform. Any of the foregoing could help competitors develop products and services that are similar to or better than ours and could materially adversely affect our business, financial condition, results of operations, and prospects.

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portions of our proprietary source code. We could also be required to expend substantial time and resources to re-engineer some or all of our software. Any of the foregoing could materially adversely affect our business, financial condition, results of operations, and prospects.

In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform. Any of the foregoing could materially adversely affect our business, financial condition, results of operations, and prospects, and could help competitors develop products and services that are similar to or better than ours.

Our customers’ and other users’ violations of our policies or other misuse of our platform to transmit unauthorized, offensive, or illegal messages, spam, phishing scams, and website links to harmful applications or for other fraudulent or illegal activity could damage our reputation, and we may face a risk of litigation and liability for illegal activities on our platform and unauthorized, inaccurate, or fraudulent information distributed via our platform.

Despite our ongoing and substantial efforts to limit such use, certain customers or other users may use our platform to transmit unauthorized, offensive, or illegal messages, calls, spam, phishing scams, and website links to harmful applications, reproduce and distribute copyrighted material or the trademarks of others without permission, and report inaccurate or fraudulent data or information. These actions are in violation of our policies. Our efforts to defeat spamming attacks, illegal robocalls, and other fraudulent activity will not prevent all such attacks and activity. Such use of our platform could damage our reputation and we could face claims for damages, regulatory enforcement, copyright or trademark infringement, defamation, negligence, or fraud. Moreover, our customers’ and other users’ promotion of their products and services through our platform might not comply with federal, state, and foreign laws. We rely on contractual representations made to us by our customers that their use of our platform will comply with our policies and applicable law. Although we retain the right to verify that customers and other users are abiding by our policies, our customers and other users are ultimately responsible for compliance with our policies, and we do not systematically audit our customers or other users to confirm compliance with our policies. Although Section 230 of the CDA currently limits liability for third-party content posted on internet platforms, we cannot predict whether that protection will remain in effect. See the risk factor titled “Increased government scrutiny of the technology industry generally or our operations specifically could negatively affect our business.”

Risks Related to Our Acquisitions

We may be unsuccessful in making, integrating, and maintaining acquisitions, joint ventures, and strategic investments, which could materially adversely affect our business, financial condition, results of operations, and prospects.

We expect to continue to evaluate and complete a wide array of potential strategic transactions, including acquisitions of businesses, joint ventures, new technologies, services, products, and other assets, and other strategic investments. Any of these transactions could be material to our business, financial condition, results of operations, and prospects. However, we may not be able to find suitable acquisition, joint venture, and strategic investment candidates, and we may not be able to complete transactions on favorable terms or at all. In addition, transactions may be subject to regulatory scrutiny and the law related to such regulatory scrutiny is evolving, which creates uncertainty.

Even if we are able to complete these transactions, we may incur substantial costs and may not be able to realize the anticipated benefits of such transactions in the time frame expected or at all. In particular, if we are unable to successfully operate as a combined business after the completion of such transactions to achieve shared growth opportunities or combine reporting or other processes within the expected time frame, such delay may materially and adversely affect the benefits that we expect to achieve as a result of any such acquisition. For example, in October 2023, we ceased originations under our materials financing program, which we assumed pursuant to the Levelset acquisition. Such transactions may not ultimately strengthen our competitive position or achieve our strategic goals, and may disrupt our ongoing business, increase our expenses, and otherwise present risks not contemplated at the time of the transaction. In addition, we may inherit commitments, risks, and liabilities of companies that we acquire that we are unable to successfully mitigate and that may be amplified by our existing business. Further, valuations supporting our acquisitions and strategic investments could change rapidly. Following any such transaction, we could determine that such valuations have experienced impairments or other-than-temporary declines in fair value which could materially adversely affect our business, financial condition, operating results, and prospects through the write-off of goodwill and other impairment charges.

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investments could change rapidly. Following any such transaction, we could determine that such valuations have experienced impairments or other-than-temporary declines in fair value which could materially adversely affect our business, financial condition, operating results, and prospects through the write-off of goodwill and other impairment charges.

To finance such transactions, we may have to pay cash, incur debt, or issue securities, including equity-based securities, each of which could affect our financial condition or the value of our capital stock. The sale of equity to finance any such transaction could result in dilution to our stockholders. If we incur debt in connection with such a transaction, it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to flexibly operate our business. Any of these factors could materially adversely affect our ability to consummate a transaction, and our business, financial condition, results of operations, and prospects.

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Risks Related to Tax Matters

We could be required to collect additional sales and use, value added, goods and services, business, gross receipts, and other indirect tax liabilities in various jurisdictions, which could materially adversely affect our business, financial condition, results of operations, and prospects.

We currently collect and remit applicable indirect taxes in jurisdictions where we, through our employees or economic activity, have a presence, or “nexus,” and where we have determined, based on applicable ~~legal precedents~~law, that sales of subscriptions to access our products, services, and platform are taxable. We do not currently collect and remit indirect taxes, including state and local excise, utility user, and ad valorem taxes, fees, and surcharges in jurisdictions where we believe we do not have sufficient “nexus.” There is uncertainty as to what constitutes sufficient nexus for a state or local jurisdiction to levy taxes, fees, and surcharges on sales made over the internet, and there is also uncertainty as to whether our characterization of our products, services, and platform as not taxable in certain jurisdictions will be accepted by state and local tax authorities.

Tax authorities may challenge our position that we do not have sufficient nexus in a taxing jurisdiction or that our products, services, and platform are not taxable in such jurisdiction and may decide to audit our business and operations with respect to indirect taxes, which could result in significant tax liabilities (including related penalties and interest) for us or our customers, which could materially adversely affect our business, financial condition, results of operations, and prospects.

The application of indirect taxes, such as sales and use, value added, goods and services, business, and gross receipts taxes, to businesses that transact online, such as ours, is a complex and evolving area. ~~Following~~States ~~the 2018 U.S. Supreme Court decision in South Dakota v. Wayfair, Inc., states~~ and local jurisdictions in certain circumstances may levy sales and use taxes on sales of goods and services based on “economic nexus,” regardless of whether the seller has a physical presence in such jurisdiction. A number of states have ~~already~~ begun, ~~or have positioned themselves to begin,~~ requiring collection of sales and use taxes by online sellers. The details and effective dates of these collection requirements vary from state to state. As a result, it may be necessary for us to reevaluate whether our activities give rise to sales, use, and other indirect taxes as a result of any nexus in those states in which we are not currently registered to collect and remit taxes. Additionally, we may need to assess our potential tax collection and remittance obligations based on the requirements of existing or future economic nexus laws. There have been, and will continue to be, substantial ongoing costs associated with complying with the various indirect tax requirements in the numerous jurisdictions in which we conduct or may conduct business. If we are unsuccessful in collecting such taxes from our customers, we could be held liable for such obligations. The application of existing, or future indirect tax laws, whether in the U.S. or internationally, or the failure to collect and remit such taxes, could materially adversely affect our business, financial condition, results of operations, and prospects.

Our corporate structure and intercompany arrangements cause us to be subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which could materially adversely affect our business, financial condition, results of operations, and prospects.

We are expanding our international operations and personnel to support our business internationally. We generally conduct our international operations through wholly-owned subsidiaries and are or may be required to report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Our intercompany relationships are subject to complex transfer pricing regulations administered by tax authorities in various jurisdictions. The amount of taxes we pay in different jurisdictions may depend on the application of the tax laws of such jurisdictions, including the U.S., to our international business activities, changes in tax rates, new or revised tax laws, or interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions, which generally are required to be computed on an arm’s-length basis pursuant to intercompany arrangements, or may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations.

37We are subject to federal, state, and local income, sales, and other taxes in the U.S. and income, withholding, transaction, and other taxes in numerous foreign jurisdictions. Evaluating our tax positions and our worldwide provision for taxes is complicated and requires the exercise of significant judgment. During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination

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application of the tax laws of such jurisdictions, including the U.S., to our international business activities, changes in tax rates, new or revised tax laws, or interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions, which are generally required to be computed on an arm’s-length basis pursuant to intercompany arrangements, or may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations.

We are subject to federal, state, and local income, sales, and other taxes in the U.S. and income, withholding, transaction, and other taxes in numerous foreign jurisdictions. Evaluating our tax positions and our worldwide provision for taxes is complicated and requires the exercise of significant judgment. During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination is uncertain. We may be audited in various jurisdictions, and such jurisdictions may assess additional taxes against us. Although we believe our tax estimates are reasonable, the final determination of any tax audits or litigation could differ materially from our historical tax provisions and accruals, which could have an adverse effect on our results of operations or cash flows in the period or periods for which a determination is made.

Our business could be materially adversely affected by changes to tax laws.

The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws, regulations, or rulings, or changes in interpretations of existing laws and regulations, could materially adversely affect our business, financial condition, results of operations, and prospects. For example, the Tax Cuts and Jobs Act (the “TCJA”), the Coronavirus Aid, Relief and Economic Security Act, and the Inflation Reduction Act (the “IRA”) made many significant changes to the U.S. tax laws. Beginning in 2022, the TCJA requires taxpayers to capitalize and amortize certain research and development expenditures over five years if incurred in the U.S. and 15 years if incurred in foreign jurisdictions, rather than deducting them currently. Although there have been legislative proposals to repeal or defer the research and development expenditure capitalization requirement to later years, there can be no assurance that the provision will be repealed or otherwise modified. As another example, the IRA includes provisions that will impact the U.S. federal income taxation of certain corporations, including imposing a minimum tax on the book income of certain large corporations and a 1% excise tax on the value of certain corporate stock repurchases by publicly traded companies that would be imposed on the company repurchasing such stock. Regulatory or accounting guidance with respect to existing or future tax laws could materially affect our tax obligations and effective tax rate. It is uncertain if, and to what extent, various states will conform to current federal law or any newly enacted federal tax legislation.

In addition, many countries in Europe, as well as a number of other countries and organizations (including the Organization for Economic Cooperation and Development (the “OECD”) and the European Commission), have recently proposed, recommended, or (in the case of certain countries) enacted, or are in the process of enacting, changes to existing tax laws or new tax laws that could significantly increase our tax obligations in the countries where we do business or require us to change the manner in which we operate our business. In particular, the OECD is working on a two-pillar solution to address the tax challenges arising from the digitalization of the economy, commonly referred to as BEPS 2.0, which, to the extent implemented, would make important changes to the international tax system by allocating taxing rights in respect of certain profits of multinational enterprises above a fixed profit margin to the jurisdictions within which they carry on business (subject to certain revenue threshold rules which we do not currently meet but may meet in the future), referred to as the Pillar One proposal, and imposing a minimum effective tax rate on certain multinational enterprises, referred to as the Pillar Two proposal. A number of countries within which we carry on our business have implemented, or are currently expected to implement, core elements of the Pillar Two proposal. Based on our current understanding of the minimum revenue thresholds contained in the Pillar Two rules, we currently expect to be within their scope beginning in 2025. The OECD has issued administrative guidance providing transition and safe harbor rules in relation to the implementation of the Pillar Two proposal. We are monitoring developments and evaluating the potential impacts of these new rules, including on our effective tax rates, and considering our eligibility to qualify for these safe harbor rules. Any of the foregoing could materially adversely affect our business, financial condition, results of operations, and prospects, and we may be required to incur additional material costs and expenditure to ensure compliance with any such rules in each of the relevant jurisdictions within which we carry on our business.

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is uncertain. We may be audited in various jurisdictions, and such jurisdictions may assess additional taxes against us. Although we believe our tax estimates are reasonable, the final determination of any tax audits or litigation could differ materially from our historical tax provisions and accruals, which could have an adverse effect on our results of operations or cash flows in the period or periods for which a determination is made.

Our business could be materially adversely affected by changes to tax laws.

The tax regimes to which we are subject or under which we operate, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws, regulations, or rulings, or changes in interpretations of existing laws and regulations, could materially adversely affect our business, financial condition, results of operations, and prospects. For example, the legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”) was recently signed into law, which, along with the Tax Cuts and Jobs Act (the “TCJA”), the Coronavirus Aid, Relief and Economic Security Act, and the Inflation Reduction Act (the “IRA”) resulted in significant changes to the taxation of business entities including, among other changes, the imposition of minimum taxes or surtaxes on certain types of income, changes to the taxation of income derived from international operations, changes in the deduction and amortization of research and development expenditures, and limitations on the deductibility of business interest. The IRA includes provisions that will impact the U.S. federal income taxation of certain corporations, including imposing a minimum tax on the book income of certain large corporations and a 1% excise tax on the value of certain corporate stock repurchases by publicly traded companies that would be imposed on the company repurchasing such stock. Regulatory or accounting guidance with respect to existing or future tax laws could materially affect our tax obligations and effective tax rate. It is uncertain if, and to what extent, various states will conform to current federal law or any newly enacted federal tax legislation.

In addition, many countries in Europe, as well as a number of other countries and organizations (including the Organization for Economic Cooperation and Development (the “OECD”) and the European Commission), have recently proposed, recommended, or (in the case of certain countries) enacted, or are in the process of enacting, changes to existing tax laws or new tax laws that could significantly increase our tax obligations in the countries where we do business or require us to change the manner in which we operate our business. In particular, the OECD is working on a two-pillar solution to address the tax challenges arising from the digitalization of the economy, commonly referred to as BEPS 2.0, which has made, and is expected to continue to make, significant changes to the international tax system, including by allocating taxing rights in respect of certain profits of multinational enterprises above a fixed profit margin to the jurisdictions within which they carry on business (subject to certain revenue threshold rules which we do not currently meet but may meet in the future), referred to as the Pillar One proposal, and imposing a minimum effective tax rate on certain multinational enterprises, referred to as the Pillar Two proposal. A number of countries within which we carry on our business have implemented, or are currently expected to implement, core elements of the Pillar Two proposal (with further provisions expected to be enacted in the future). Based on our current understanding of the minimum revenue thresholds contained in the Pillar Two rules, we came within their scope beginning in 2025, but do not expect them to have a material impact on us for fiscal year 2025. The OECD has issued, and continues to issue further, administrative guidance providing transition and safe harbor rules in relation to the implementation of the Pillar Two proposal and other rules. For example, on January 5, 2026, the OECD published details of a proposed “side-by-side” arrangement providing for, among other things, additional safe harbors for multinational groups headquartered in certain qualifying jurisdictions. We are monitoring developments and evaluating the potential impacts of the Pillar Two rules, including on our effective tax rates, and considering our eligibility to qualify for these safe harbor rules (including under the proposed “side-by-side” arrangement). Any of the foregoing could materially adversely affect our business, financial condition, results of operations, and prospects, and we may be required to incur additional material costs and expenditure to ensure compliance with any such rules in each of the relevant jurisdictions within which we carry on our business.

Our ability to use our net operating loss carryforwards (“NOL carryforwards”) and certain other tax attributes may be limited.

As of December 31, ~~2024~~2025, we had $~~822~~913.69 million of U.S. federal and $~~626~~660.79 million of state NOL carryforwards available to reduce taxable income that we may have in the future. It is possible that we will not generate taxable income sufficient to use certain of these NOL carryforwards. Under current law, our U.S. federal NOLs incurred in taxable years beginning after December 31, 2017 may be carried forward indefinitely, but the ability to utilize such federal NOL carryforwards to offset taxable income isin limited to 80% of the current-year taxable income. In addition, federal NOL carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code (the “IRC”), respectively. Under those sections of the IRC, if a ~~corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change~~ tax attributes, such as research tax credits, to offset its post-change income or taxes may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. We have experienced ownership changes in the past, and may experience additional ownership changes in the future, as a result of shifts in our stock ownership, some of which may be outside of our control. Our ability to utilize our NOL carryforwards is ~~conditioned~~limited ~~upon generating future U.S. federal taxable income, and we do not know whether or when we will do so. Therefore, our NOL carryforwards generated prior~~ to ~~2018~~80% ~~could expire unused. State NOL carryforwards and other state tax credits may be subject to similar limitations under state tax laws, and there may be periods during which the use~~ of ~~state NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. For example, California imposed limits on~~ the ~~usability of California state NOLs to offset~~ taxable income in such tax ~~years beginning after 2023 and before 2027~~year. IfIn ~~our ability to use our NOL carryforwards and tax credits is limited~~addition, orfederal ~~if our ability to utilize~~ NOL carryforwards and certain tax credits ismay ~~otherwise restricted by law, our business, financial condition, results of operations, and prospects could~~ be ~~materially adversely affected.~~

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subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code (the “IRC”), respectively. Under those sections of the IRC, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income or taxes may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. We have experienced ownership changes in the past, and may experience additional ownership changes in the future, as a result of shifts in our stock ownership, some of which may be outside of our control. Our ability to utilize our NOL carryforwards is conditioned upon generating future U.S. federal taxable income. Although we have generated U.S. federal taxable income in the past, we do not know whether we will continue to do so. Therefore, our NOL carryforwards generated prior to 2018 could expire unused. State NOL carryforwards and other state tax credits may be subject to similar limitations under state tax laws, and there may be periods during which the use of state NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. For example, California imposed limits on the usability of California state NOLs to offset taxable income in tax years beginning after 2023 and before 2027. If our ability to use our NOL carryforwards and tax credits is limited, or if our ability to utilize NOL carryforwards and certain tax credits is otherwise restricted by law, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Risks Related to Capital Requirements, Our Marketable Securities Portfolio, and Liquidity

We may need to raise additional capital to grow our business, and such capital may not be available on terms acceptable to us, or at all, which could reduce our ability to compete and could materially adversely affect our business, financial condition, results of operations, and prospects.

We expect that our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. To support our business and operations, we will need sufficient capital to continue to make significant investments, and we may need to raise additional capital through equity or debt financings to fund such efforts. However, many factors, including recent economic volatility and interest rate changes, could adversely impact our ability to access additional capital. If such financing is not available on terms acceptable to us or at all, we may be unable to fund our growth or develop new business at the rate desired and our operating results may suffer. Debt financing increases expenses, may contain covenants that restrict the operation of our business, and must be repaid regardless of operating results. Equity financing, or debt financing that is convertible into equity, could result in dilution to our existing stockholders and a decline in our stock price.

Our inability to obtain adequate capital resources, whether in the form of equity or debt, to fund our future growth may require us to delay, scale back, or eliminate some or all of our operations or the expansion of our business, which could materially adversely affect our business, financial condition, results of operations, and prospects.

Our marketable securities portfolio is subject to credit, liquidity, market, and interest rate risks that could cause its value to decline significantly and materially adversely affect our business, financial condition, results of operations, and prospects.

We maintain a portfolio of marketable securities through a professional investment advisor. The investments in our portfolio are subject to our corporate investment policy, which focuses on preserving principal, maintaining liquidity, avoiding inappropriate concentration and credit risk, and capturing a market rate of return in accordance with the investment guidelines in the corporate investment policy. These investments are subject to general credit, liquidity, market, and interest rate risks. In particular, the value of our portfolio may decline due to changes in interest rates, instability in the global financial markets that reduces the liquidity of securities in our portfolio, and other factors, including unexpected or unprecedented events such as health epidemics or pandemics ~~(including the COVID-19 pandemic)~~. As a result, we may experience a significant decline in value or loss of liquidity of our investments, which could materially adversely affect our business, financial condition, results of operations, and prospects. We attempt to mitigate these risks through diversification of our investments and continuous monitoring of our portfolio’s overall risk profile, but the value of our investments may nevertheless decline. To the extent that we increase the amount of our security investments in the future, these risks could be exacerbated.

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decline in value or loss of liquidity of our investments, which could materially adversely affect our business, financial condition, results of operations, and prospects. We attempt to mitigate these risks through diversification of our investments and continuous monitoring of our portfolio’s overall risk profile, but the value of our investments may nevertheless decline. To the extent that we increase the amount of our security investments in the future, these risks could be exacerbated.

General Risks Related to Our Business and Investing in Our Common Stock

If we fail to maintain an effective system of disclosure controls and internal control over our financial reporting, including our acquired companies, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired and our business, financial condition, results of operations, and prospects could be materially adversely affected.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the New York Stock Exchange. Our management and other personnel devote a substantial amount of time to compliance with these requirements. We expect that the requirements of these laws, rules, and regulations will continue to increase our IT, legal, accounting, and financial compliance costs, make some activities more complex, time-consuming, and costly, and place significant strain on our personnel, systems, and resources. We cannot predict or estimate the totality of additional costs we incur as a public company or the specific timing of such costs.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Failure to maintain effective disclosure controls could cause us to be required to restate our financial statements for prior periods, result in material misstatements in our financial statements, and cause us to fail to timely meet our periodic reporting obligations, among other outcomes. In addition, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act (“Section 404”) to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting. Our continuing compliance with Section 404 will require that we incur substantial expenses and expend significant management efforts. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

Our current disclosure controls and procedures and internal control over financial reporting, and any new controls that we develop, may become inadequate because of changes in conditions in our business, including our acquisitions. InChanges ~~addition, changes~~ in accounting principles or interpretations could also challenge our controls and require that we establish new business processes, systems, and controls to accommodate such changes. If our current and new systems, controls, or standards and any associated process changes do not give rise to the benefits that we expect or do not operate as intended, our financial reporting systems and processes, our ability to produce timely and accurate financial reports or disclosures, or the effectiveness of our internal control over financial reporting could be adversely affected. Moreover, our business may be harmed if we experience problems with any new systems or controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise. Our ability to manage our operations and growth through, for example, the integration of recently acquired businesses, the adoption of new accounting principles and tax laws, and our back office systems that, for example, support our revenue recognition processes, will require us to further develop our controls and reporting systems and implement or amend new or existing controls and reporting systems in those areas where the implementation and integration is still ongoing. All of these changes to our financial systems and the implementation and integration of acquisitions create an increased risk of deficiencies in our disclosure controls and procedures or internal controls over financial reporting.

During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our disclosure controls and procedures and internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain effective disclosure controls and procedures or internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weaknesses or to maintain effective disclosure controls and internal control over financial reporting could adversely affect investor confidence in our

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we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weaknesses or to maintain effective disclosure controls and internal control over financial reporting could adversely affect investor confidence in our company, causing a decline in our stock price, as well as restrict our future access to capital markets. Such failure could also materially adversely affect our business, financial condition, results of operations, and prospects.

Our business could be disrupted by macroeconomic factors, geopolitical events, or catastrophic occurrences.

Our platform and the infrastructure on which our platform relies are vulnerable to damage or interruption from macroeconomic factors and geopolitical events, including trends within the construction industry, inflation and responses by governments to address it, interest rate changes, tariffs and trade wars, bank failures, a shifting and uncertain geopolitical landscape, military conflicts or wars (such as the Russia-Ukraine war and ~~the~~other ~~Israel-Hamas~~international ~~war~~conflicts), health epidemics or pandemics ~~(such as the COVID-19 pandemic)~~, and supply chain disruptions, or catastrophic occurrences, including earthquakes, floods, fires, other natural disasters, power loss, telecommunication failures, terrorist attacks, criminal acts, sabotage, and other intentional acts of vandalism and misconduct, or other similar events, each of which could materially adversely affect our business, financial condition, results of operations, and prospects, or the business of our customers, partners, vendors, or the economy as a whole. For example, our corporate headquarters ~~and a number of our members of our management in senior roles~~ are located near Santa Barbara, California, a region known for, ~~among other things,~~ seismic activity and severe fires, We also have an office and a sizable workforce in Austin, Texas, which may experience extreme weather events. A catastrophic event in ~~this~~one ~~region~~of these areas or in areas in which our other offices or sizable parts of our workforce are located could materially adversely affect our business, financial condition, results of operations, and prospects. ~~The~~Further, the impact of changes to our climate could result in an increase in the frequency or severity of such events. Climate-related events have the potential to disrupt our business, our third-party suppliers, and the business of our customers, may cause us to experience higher attrition, losses, and additional costs to maintain and resume operations, and may subject us to increased regulations, reporting requirements, standards, or expectations regarding the environmental impacts of our business.

Although we maintain incident management and disaster response plans, in the event of a major disruption, we may be unable to continue our operations and may experience system interruptions and reputational harm. All of the aforementioned risks may be further increased if our disaster recovery plans prove to be inadequate.

We cannot guarantee that our stock repurchase program will enhance stockholder value, and any stock repurchases we make could increase the volatility of our common stock and diminish the cash reserves we have available to fund working capital and other projects, and any failure to repurchase our common stock after we have announced our intention to do so may negatively affect the price of our common stock.

On ~~October~~November 293, ~~2024~~2025, our board of directors (our “Board”) authorized a stock repurchase program to repurchase up to $300.0 million of our outstanding common stock. Our Board previously authorized a previous stock repurchase program on October 29, 2024, to repurchase up to $300.0 million of our outstanding common stock, which expired on October 29, 2025. We intend to opportunistically repurchase shares of our common stock from time to time through the open market (including via pre-set trading plans) or through other transactions in accordance with applicable securities laws, in each case, subject to market conditions, applicable legal requirements, and other relevant factors. 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 management within its authorization. The stock repurchase program will be funded using our working capital. The stock repurchase program does not obligate us to acquire any particular number of shares of our common stock, or any shares at all. The stock repurchase program expires on ~~October~~November 293, ~~2025~~2026, and may be suspended or discontinued at any time at our discretion and without notice.

Although our stock repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so because the market price of our common stock may increase above the levels at which we deem it prudent to repurchase shares, and short-term stock price fluctuations could reduce our ability to properly manage the program and the overall effectiveness of the program. The stock repurchase program could also affect the price of our common stock and increase volatility. The existence of our stock repurchase program could cause our stock price to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock. Repurchasing our common stock reduces the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or investments, other business opportunities,

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~~could also affect the price of our common stock~~ and increase volatility. The existence of our stock repurchase program could cause our stock price to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock. Repurchasing our common stock reduces the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or investments, other ~~business opportunities, and other~~ general corporate projects. We cannot guarantee that the stock repurchase program will be fully or partially consummated. Any failure to repurchase stock after we have announced our intention to do so may negatively impact our reputation, investor confidence in us, or our stock price. In addition, as part of the IRA, the U.S. implemented a 1% excise tax on the value of certain stock repurchases by publicly traded companies. This tax could increase the costs to us of any stock repurchases under the program. For these and other reasons, we may fail to realize the anticipated value of the stock repurchase program or enhance long-term stockholder value as a result of the stock repurchase program.

The market price of our common stock may be volatile, and you could lose all or part of your investment.

The market price of our common stock has in the past been volatile, and is likely to be volatile again in the future. In light of macroeconomic factors and geopolitical events, the stock market in general has experienced significant volatility in recent years, which has often been unrelated to the operating performance of particular companies. The market price for our common stock may also be influenced by the following factors: actual or anticipated changes or fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; repurchases or expectations with respect to repurchases by us of our common stock; announcements by us or competitors of new products or new or terminated significant contracts, commercial relationships, or capital commitments; changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; rumors and market speculation involving us and other companies in our industry; and actual or anticipated developments in our business, competitors’ businesses, or the competitive landscape generally. As a result of this volatility, you may not be able to sell your common stock at or above the price you paid for your shares. Additionally, the foregoing factors, along with other market and industry factors, may cause the market price and demand for our common stock to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from selling their shares at or above the price paid for the shares and may otherwise negatively affect the liquidity of our common stock.

If we experience excessive fraudulent activity or cannot meet evolving credit card association merchant standards, we could incur substantial costs and lose the right to accept credit cards for payment, which could cause our customer base to decline significantly and could materially adversely affect our business, financial condition, results of operations, and prospects.

Substantial losses due to fraud or our inability to accept credit card payments could cause our customer base to significantly decrease and would harm our business.

A significant portion of our customers authorize us to bill their credit card accounts directly for our products, and certain of our customers purchase from us directly and are required to keep their payment methods current for monthly billing purposes. Our customers provide us with credit card billing information online or over the phone, and we do not review the physical credit cards used in these transactions, which increases our risk of exposure to fraudulent activity. We have incurred charges, which we refer to as chargebacks, from credit card companies for claims that the customer did not authorize the credit card transaction for our products. We may be required to pay for unauthorized credit charges and expenses with no reimbursement from the customer. If the number of claims of unauthorized credit card transactions becomes excessive, we could be assessed substantial fines for excess chargebacks, and we could lose the right to accept credit cards for payment. Although we implement multiple fraud prevention and detection controls, we cannot assure you that these controls will be adequate to protect against fraud.

In addition, credit card issuers may change merchant standards, including data protection and documentation standards, required to utilize their services from time to time. If we fail to comply with such standards, the credit card associations could fine us or terminate their agreements with us, and we would be unable to accept credit cards as payment for our products.

The market price of our common stock may be volatile, and you could lose all or part of your investment.

The market price of our common stock has in the past been volatile, and is likely to be volatile again in the future. In light of recent macroeconomic factors and geopolitical events, including trends within the construction industry, inflation and responses by governments to address it, interest rate changes, tariffs and trade wars, bank failures, a shifting and uncertain geopolitical landscape, military conflicts or wars (such as the Russia-Ukraine war and the Israel-Hamas war), health epidemics or pandemics (such as the COVID-19 pandemic), and supply chain disruptions, and the market for technology companies in particular, the stock market in general has experienced extreme volatility, which has often been unrelated to the operating performance of particular companies. The market price for our common stock may also be influenced by the following factors: actual or anticipated changes or fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; repurchases or expectations with respect to repurchases by us of our common stock; announcements by us or competitors of new products or new or terminated significant contracts, commercial relationships, or capital commitments; changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; rumors and market speculation involving us and other companies in our industry; and actual or anticipated developments in our business, competitors’ businesses, or the competitive landscape generally. In addition, the limited public float of our common stock may tend to increase the volatility of the trading price of our common stock. As a result of this volatility, you may not be able to sell your common stock at or above the price you paid for your shares. Additionally, the foregoing factors, along with other market and industry factors, may cause the market price and demand for our common stock to fluctuate substantially,

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regardless of our actual operating performance, which may limit or prevent investors from selling their shares at or above the price paid for the shares and may otherwise negatively affect the liquidity of our common stock.

Concentration of ownership of our common stock among our officers, directors, and principal stockholders may prevent new and other existing investors from influencing significant corporate decisions, including mergers, consolidations, or the sale of us or all or substantially all of our assets.

Our officers, directors, and stockholders who own more than 5% of our outstanding common stock, beneficially own, in the aggregate, a significant percentage of our outstanding common stock. Furthermore, one of our current directors is affiliated with one of our largest stockholders. As a result, such persons or their affiliates on our Board, if any, may have the ability to significantly influence matters submitted to our Board or stockholders for approval, including the appointment of our management, the election and removal of directors, and the approval of any significant transactions (including any merger, consolidation, or sale of all or substantially all of our assets), as well as our management and business affairs. This concentration of ownership may also have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover, or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit other stockholders. In addition, it may result in the management of our company in ways with which other stockholders disagree. Further, this concentration of share ownership may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with one or more significant stockholders.

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affiliates on our Board, if any, may have the ability to significantly influence matters submitted to our Board or stockholders for approval, including the appointment of our management, the election and removal of directors, and the approval of any significant transactions (including any merger, consolidation, or sale of all or substantially all of our assets), as well as our management and business affairs. This concentration of ownership may also have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover, or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit other stockholders. In addition, it may result in the management of our company in ways with which other stockholders disagree. Further, this concentration of share ownership may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with one or more significant stockholders.

Certain provisions in our organizational documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove members of our Board or current management, and adversely affect our stock price.

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors that are not nominated by the current members of our Board or to take other corporate actions, including effecting changes in our management. These provisions include~~, but are not limited to~~:

•a classified Board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board;

•the denial of any right of our stockholders to remove members of our Board except for cause and, in addition to any other vote required by law, upon the approval of not less than two-thirds of the total voting power of all our outstanding voting stock then entitled to vote in the election of directors;

•the ability of our Board to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•the exclusive right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our Board;

•a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

•the requirement that a special meeting of stockholders may be called only by ~~the~~ our Board acting pursuant to a resolution adopted by a majority of our Board, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

•the requirement to obtain approval of two-thirds of the then-outstanding voting power of our capital stock in order to make certain amendments to our amended and restated certificate of incorporation; and

•advance notice procedures and disclosure requirements with which stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

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These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time.

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Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the U.S., as the exclusive forums for certain disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees, or agents to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws, (4) any action to interpret, apply, enforce, or determine the validity of our amended and restated certificate of incorporation or amended and restated bylaws, or (5) any action asserting a claim that is governed by the internal affairs doctrine (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants. This provision would not apply to lawsuits brought to enforce a duty or liability created by the Securities Act, the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

In addition, to prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation provides that the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, as Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all lawsuits brought to enforce any duty or liability created by the Securities Act, and an investor cannot waive compliance with the federal securities laws and the rules and regulations thereunder, there is uncertainty as to whether a court would enforce this provision. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such an instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business.

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Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk management and strategy

We maintain an information security program designed to identify, assess, and manage material risks arising from cybersecurity threats to our critical networks, third-party hosted services, communications systems, hardware, software, and data, including intellectual property and confidential, proprietary, or sensitive information, such as customer data.

Our President, Product and Technology (“President of P&T”), Chief ~~Data~~Security Officer (“~~CDO~~CSO”), the senior-most employee responsible for cybersecurity management, and other members of our cybersecurity and audit teams, help identify, assess, and manage cybersecurity threats and risks that may affect our business and operations. To help us in assessing these threats, we use various methods, including, as applicable, using a combination of manual and automated tools, subscribing to threat reports and external intelligence feeds, conducting vulnerability assessments and penetration tests, collaborating with law enforcement, and operating a bug bounty program.

Depending on the environment, systems, and data, we employ various technical, physical, and organizational measures designed to mitigate material cybersecurity risks, including an incident response plan, incident detection and response processes, a vulnerability management program, disaster recovery/business continuity plans, risk assessments, data encryption, network and access controls, a vendor risk management program, physical security, employee training, cybersecurity insurance, and dedicated cybersecurity staff.

In maintaining these measures, we consider certain principles from recognized frameworks, such as those published by the Committee of Sponsoring Organizations of the Treadway Commission, the International Organization for Standardization, and other applicable industry standards. Our approach to addressing cybersecurity risk is cross-functional and is designed to preserve the confidentiality, integrity, and availability of data by identifying, preventing, and mitigating cybersecurity incidents.

From time to time, we engage third-party service providers, including professional services firms, threat intelligence services, cybersecurity consultants, penetration testing firms, and forensic investigators, to assist with identifying, assessing, and managing cybersecurity risks.

We also rely on data-hosting companies and other third parties for certain business operations. We mitigate the associated cybersecurity risks through a third-party risk management program, which may include vendor risk assessments, security questionnaires, reviews of vendor security programs, and contractual obligations for vendors to maintain specific security measures.

For a description of the risks from cybersecurity threats that may materially affect us and how they may do so, see our risk factors under the heading “Risk Factors” in Part I of this Annual Report on Form 10-K, including the risk factor titled “If our IT systems or data, or those of third parties with which we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including, ~~but not limited to,~~ regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse consequences, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.”

Governance

Our Board oversees our enterprise risk management program, including cybersecurity risk. The audit committee of our Board (the “Audit Committee”) is responsible for oversight of our cybersecurity risk management processes,. ~~and~~A a cross-functional cybersecurity steering committee (the “Cybersecurity Committee”), which is comprised of ~~members~~stakeholders ofacross ~~our~~different ~~management team~~functions, ~~reports~~serves to ~~the~~enhance ~~Audit~~our ~~Committee~~cybersecurity governance and oversight.

~~Our cybersecurity risk assessment and management processes are implemented and maintained by certain members of our management team, including our President of P&T, CDO, and the senior-most~~ 46

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Our cybersecurity risk assessment and management processes are implemented and maintained by certain members of our management team, including our President of P&T, CSO, and the senior-most employee responsible for cybersecurity management. Our President of P&T has over 25 years of experience in senior executive roles that involved ownership of, and accountability for, cybersecurity matters, including Chief Information Officer, Chief Technology Officer, and Senior Vice President / General Manager. Our ~~CDO~~CSO has over 1525 years of ~~experience~~information insecurity ITleadership ~~and~~experience, ~~previously~~including ~~served~~ as ~~the~~ Chief Information Security Officer at a global event technology and ~~Digital~~ticketing ~~Experience~~platform ~~Officer~~and ~~for~~at aan ~~home~~enterprise ~~automation~~identity governance company. ~~Prior~~He tohas ~~that,~~also ~~she~~ held ~~various~~security leadership roles atacross asoftware, ~~computer~~e-commerce, ~~software~~SaaS, ~~company.~~and technology companies of varying scale and maturity.

Members of our management team, including our President of P&T, ~~CDO~~CSO, and the senior-most employee responsible for cybersecurity management, lead our cybersecurity assessment and management processes. Their responsibilities include hiring appropriate personnel, approving budgets, integrating cybersecurity considerations into our risk management strategy, overseeing security-related reports, communicating key priorities, and helping prepare for cybersecurity incidents.

We conduct periodic training to keep personnel informed of cybersecurity threats and to communicate evolving information security policies, standards, processes, and practices. Our cybersecurity incident response and vulnerability management processes are designed to escalate significant cybersecurity incidents to members of management, including to our President of P&T, ~~CDO~~CSO, the senior-most employee responsible for cybersecurity management, and the Cybersecurity Committee. Our President of P&T, ~~CDO~~CSO, the senior-most employee responsible for cybersecurity management, and the Cybersecurity Committee work with our incident response team to mitigate and remediate potential issues. These processes include reporting significant cybersecurity threats, risks, and mitigation activities to the Audit Committee and/or the Cybersecurity Committee, as appropriate.

The Audit Committee and the Cybersecurity Committee receive periodic reports, summaries, and presentations from management regarding our significant cybersecurity risks and threats, incidents, and response initiatives. Through our cybersecurity governance practices, we strive to achieve a strong cybersecurity posture and to refine our security measures to respond to emerging threats.

Item 2. Properties.

Our corporate headquarters are located in Carpinteria, California, where we lease approximately ~~168~~97,000 square feet of office space pursuant to operating and finance leases that expire between September 2026 and March 2027, with options to renew through March 2037. In addition, we maintain additional offices in the U.S. in Austin, Texas; ~~Willmar, Minnesota;~~ Tampa, Florida; New Orleans, Louisiana; and internationally in Sydney, Australia; Edmonton, Canada; Toronto, Canada; Heredia, Costa Rica; Cairo, Egypt; London, England; ~~Paris, France;~~ Bangalore, India; Pune, India; Dublin, Ireland; ~~Singapore, Republic of Singapore;~~ and Dubai, UAE. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our business operations.

Item 3. Legal Proceedings.

From time to time, we may become involved in legal proceedings arising in the ordinary course of business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together reasonably be expected to have a material adverse effect on our business, results of operations, financial condition, or cash flow.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information for Common Stock

Our common stock is listed and traded on the NYSE under the symbol “PCOR.”

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business and to carry out our capital allocation strategy (see the sub-heading titled “Capital Allocation Strategy,” under the heading “Liquidity and Capital Resources” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our Board and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our Board may deem relevant. In addition, our ability to pay dividends may be restricted by agreements we may enter into in the future.

Holders of Record

As of February 19, ~~2025~~2026, there were 4641 registered stockholders of record of our common stock. We believe a substantially greater number of beneficial owners hold shares through brokers, banks, or other nominees.

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Stock Performance Graph

This performance graph shall not be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our filings under the Securities Act.

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the S&P 500 Index and the NASDAQ Computer Index. The graph assumes $100 was invested in our common stock at the market close on May 20, 2021, which was our initial trading day. Data for the S&P 500 Index and the NASDAQ Computer Index assume reinvestment of dividends.

The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock.

Unregistered Sales of Equity Securities

None.

Use of Proceeds

None.

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Issuer Purchases of Equity Securities

On October 29, 2024, our Board authorized a stock repurchase program to repurchase up to $300.0 million of our outstanding common stock. WeThis ~~did not repurchase any shares under our authorized~~ stock repurchase program ~~during~~expired ~~the~~on ~~three~~October ~~months ended December 31~~29, ~~2024~~2025.

~~Item~~On 6November 3, 2025, our Board authorized a new stock repurchase program to repurchase up to $300.0 ~~[Reserved~~million of our outstanding common stock.]

48During the year ended December 31, 2025, we repurchased and retired a total of 1,903,854 shares of our common stock at a weighted average per share price of $67.67 for an aggregate amount of $128.8 million under our repurchase programs, 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.

The following table summarizes our stock repurchase activity for the three months ended December 31, 2025:


Period	Total Number of Shares Purchased	Average Price Paid Per Share(1)		Total Number of Shares Purchased Under Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in thousands)(2)
October 1 - October 31	—	$	—	—	$	171,000
November 1 - November 30(3)	327	$	68.92	327	$	299,978
December 1 - December 31	—	$	—	—	$	299,978
Total	327			327	$	299,978

(1) The average price paid per share includes transaction costs associated with the stock repurchase and excludes the 1% excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022.

(2) The value for the period from October 1 to October 31 represents the remaining dollar value of shares not purchased when our prior stock repurchase program expired on October 29, 2025.

(3) On November 3, 2025, our Board authorized a new stock repurchase program to repurchase up to $300.0 million of our outstanding common stock.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K. You should review the disclosures under the section titled “Special Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K and under Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. These statements, like all statements in this report, speak only as of their date (unless another date is indicated), and we undertake no obligation to update or revise these statements in light of future developments, except as required by law. A discussion of our financial condition and results of operations for the fiscal year ended December 31, ~~2024~~2025 compared to the fiscal year ended December 31, ~~2023~~2024 is presented below. A discussion of our financial condition and results of operations for the fiscal year ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022~~2023 has been reported previously under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, filed with the SEC on February 26, ~~2024~~2025.

Overview

Our mission is to connect everyone in construction on a global platform.

In short, we build the software for the people that build the world.

Our customers range from small businesses managing a few million dollars of annual construction volume to global enterprises managing billions of dollars of annual construction volume. Our core customers are owners, general contractors, and specialty contractors operating across the residential and non-residential segments of the construction industry. We primarily sell subscriptions to access our products through our direct sales team, which is specialized by geography, followed by size and type of stakeholder.

Our products are offered on our cloud-based platform and are designed to be easy to configure and deploy. Our users can access our products on computers, smartphones, and tablets through any web browser or from our mobile application available for both the iOS and Android platforms.

We generate substantially all of our revenue from subscriptions to access our products. We primarily sell our products on a subscription basis for a fixed fee with pricing generally based on the number and mix of products a customer subscribes to and the fixed aggregate dollar volume of construction work contracted to run on our platform annually, which we refer to as annual construction volume. As our customers subscribe to additional products or increase the annual construction volume contracted to run on our platform, we generate more revenue. We do not provide refunds for unused construction volume,. orWe generally do not charge customers based on consumption or on a per-project basis. Our business model is designed to encourage rapid, widespread adoption of our products by allowing for unlimited users,. ~~meaning~~We wetypically do not charge a per-seat or per-user fee., ~~Customers~~meaning that customers can invite all project participants, including owners, general contractors, specialty contractors, architects, and engineers, to engage with our platform as part of a project team without incurring additional fees. ~~Customers~~We ~~typically~~offer ~~invite~~access ~~participants~~ to ~~join~~ our ~~platform,~~products ~~including~~on ~~their~~a ~~employees~~per-user ~~and~~basis ~~collaborators,~~to ~~who~~certain ~~are~~of ~~other~~our ~~project~~owner ~~participants~~customers ~~that~~who ~~engage~~have ~~with~~preferred ~~our~~to ~~platform~~purchase ~~but~~access doon ~~not~~a ~~pay~~per-user ~~us for such use~~basis. ~~Although~~Customers weare doable ~~not~~to ~~charge~~invite aproject ~~per-seat~~participants orto ~~per-user~~join ~~fee~~our platform, ~~multiple~~including ~~participants~~their ~~can~~employees beand ~~customers~~collaborators, onwho ~~the~~are ~~same~~other project, ~~which allows~~

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participants that engage with our platform but do not pay us for such use. Multiple participants can be customers on the same project, which allows each of them to manage their own discrete workflows for the project and retain access to project information for the duration of their subscription ~~and~~while ~~allows~~allowing us to receive revenue from multiple customers on the same project independent of seat count.

Certain Factors Affecting Our Performance

Acquiring New Customers and Retaining and Expanding Existing Customers’ Use of Our Platform

We believe that the market for our platform is large, and we are highly focused on our long-term growth. Our ability to generate revenue, continue to grow our business, and serve the broader needs of the construction industry depends on our ability to efficiently acquire new customers, retain existing customers and expand their use of our products, services, and platform, and maintain or increase the pricing of our products and services. We drive new customer acquisitions by investing across our sales and marketing engine to engage prospective customers, increase brand awareness, and drive adoption of our products, services, and platform. We drive retention of existing customers and expansion of their use of our products, services, and platform by focusing on our customers’ success.

To support these efforts, ~~in July 2024~~ we ~~began~~evolved ~~to evolve~~ our GTM operating model by, among other things, transitioning to a general manager model, with general managers for our North America, Europe, Asia-Pacific, and Middle East regions and our public sector business, each of whom will be empowered to assess and deploy the appropriate strategies and tactics for customers within their respective regions. We ~~are~~added ~~also adding~~ new product and technical specialists to our GTM teams, ~~who~~to wematch ~~believe can add value for our customers by matching~~ the evolving needs of our customers’ diverse buyer personas with our products and services, and ~~helping~~to help our customers understand and implement the full potential of our platform. Evolving our GTM operating model ~~involves~~required new investment, ~~particularly~~ as we ~~increase~~increased our sales headcount, ~~ramp~~ramped and ~~invest~~invested in additional enablement for our sales teams, and ~~add~~added the new specialists to our teams. We believe that these investments have allowed, and will continue to allow, us to build stronger and deeper customer relationships and ~~improve our operating efficiency over time which, in turn, will result in better customer experiences and~~ provide additional value to our customers,. ~~some~~We ofhave ~~whom~~seen, ~~continue to face macroeconomic~~ and ~~other~~may ~~pressures~~continue ~~that~~to ~~have~~see, ~~negatively impacted their spending decisions. We anticipate~~ some disruptions and adverse impacts to our financial and operating results in the near-term ~~as we invest~~ in ~~and~~connection ~~implement~~with the evolved GTM operating model. Over the longer term, if we fail to ~~successfully implement, or~~ realize the benefits of, our evolved GTM operating model, or otherwise fail to acquire new customers, retain existing customers, or expand existing customers’ use of our products, services, and platform, our business, financial condition, results of operations, and prospects will be adversely affected, potentially materially. Notwithstanding these risks, we believe that ~~implementing~~ the evolved GTM operating model will improve our long-term operating efficiency, best position us for sustainable long-term growth, and enhance our ability to capture our large market opportunity.

Despite macroeconomic challenges, we have seen an increase in the number of customers that contributed more than $100,000 of ARR, which was 2,~~333~~710, 2,~~008~~333, and 12,~~576~~008 as of December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively, reflecting year-over-year growth rates of 16% in ~~2024~~2025 and 2716% in ~~2023~~2024. Customers that contributed more than $100,000 of ARR represented 6366%, 6063%, and 5760% of total ARR in each of the annual periods ending December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. The number of customers that contributed more than $1,000,000 of ARR was 86115, 6286, and 4762 as of December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively, reflecting year-over-year growth rates of 3934% in ~~2024~~2025 and 3239% in ~~2023~~2024. Customers that contributed more than $1,000,000 of ARR represented 1720%, 1417%, and 1214% of total ARR in each of the annual periods ending December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. As of December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, the number of customers on our platform was 17,~~088~~850, 1617,~~367~~088, and 1416,~~488~~367, respectively, reflecting year-over-year growth rates of 4% in ~~2024~~2025 and 134% in ~~2023~~2024. Our total customer count is heavily influenced by the number of SMB customers we add in a given period. ~~Furthermore,~~ SMB customers represent a small portion of our total ARR, whereas Enterprise and Mid Market customers represent the vast majority of our total ARR. AsFor athat ~~result~~reason, we do not believe our total customer count is an accurate representation of our business performance and plan to discontinue the disclosure of total customer count starting in 2026. We believe the better metric to assess our business performance is the growth in the number of customers that contributed more than $100,000 of ARR, which has grown from 650 at the time of our IPO to more than 2,700 customers today. We began to disclose this metric on a quarterly basis starting in the second fiscal quarter of 2024 and plan to continue sharing this metric on a quarterly basis going forward. All aforementioned customer counts exclude customers acquired from business combinations that do not have standard Procore annual contracts.

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We define ARR at the end of a particular period as the annualized dollar value of our subscriptions from customers as of such period end date. For multi-year subscriptions, ARR at the end of a particular period is measured by using the stated contractual subscription fees as of the period end date on which ARR is measured. For example, if ARR is measured during the first year of a multi-year contract, the first-year subscription fees are used to calculate ARR. ARR at the end of a particular period includes the annualized dollar value of subscriptions for which the term has not ended, and subscriptions for which we are negotiating a subscription renewal. ARR should be viewed independently of revenue determined in accordance with accounting principles generally accepted in the U.S. (“GAAP” or “U.S. GAAP”) and does not represent our U.S. GAAP revenue on an annualized basis. ARR is not intended to be a replacement or forecast of revenue.

We consider gross retention rate (“GRR”) to be a key metric and indication of our ability to retain our customer base and to evaluate whether our products and platform are addressing our customers’ needs throughout the year. Our GRR reflects only customer losses and does not reflect customer expansion or contraction. We believe our high GRR demonstrates that we serve a vital role in our customers’ operations, as the vast majority of our customers continue to use our products and platform and to renew their subscriptions.

To calculate GRR at the end of a particular period, we first calculate our ARR from the cohort of active customers at the end of the period 12 months prior to the end of the period selected. We then calculate the value of ARR from any customers whose subscriptions terminated and were not renewed during the 12 months preceding the end of the period selected, which we refer to as cancellations. We then divide (a) the total prior period ARR minus cancellations by (b) the total prior period ARR to calculate GRR. Our GRR was 9495%, 9594%, and 95% as of December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

Net retention rate (“NRR”) compares ARR from existing customers on a trailing 12-month basis. To calculate NRR at the end of a particular period, we first calculate ARR from the cohort of active customers at the end of the period 12 months prior to the end of the period selected. We then calculate the value of ARR from the same cohort of customers at the end of the current period selected, giving effect to expansion, contraction, or cancellations from this group of customers over the 12 months preceding the end of the period selected. We then divide (a) the total current period ARR by (b) the total prior period ARR to calculate NRR. Our NRR was 106% ~~and 114%,~~ as of both December 31, ~~2024~~2025 and ~~2023, respectively~~2024. However, as further described below, we do not believe NRR is a key metric due to the impact of pooled volume contracts.

To help our customers address the variable nature of their construction volume, we offer (a) annual subscription contracts with construction volume over a one-year period; (b) multi-year subscription contracts with construction volume measured annually over successive one-year periods; and (c) pooled volume contracts with fixed flat annual fees based on anticipated construction volume measured over multiple years (typically, two- or three-year periods).

Pooled volume contracts are most commonly purchased by customers whose project portfolios include large-scale, multi-year construction projects (typically larger customers) because pooled volume contracts give these customers the flexibility to deploy construction volume as the needs within their project portfolios change. Pooled volume contracts allow our customers to avoid defining their construction volume commitments in a given year and the attendant risk of their construction volume usage exceeding their contracted-for amount. With pooled volume contracts, our customers can benefit from paying the same amount over multi-year periods regardless of any changes in their project portfolios, as long as they don’t exceed the total multi-year pooled volume. Pooled volume contracts may also help these customers secure volume-based price discounts from us at contract inception, as well as allow us to secure larger ~~up-front~~upfront commitments from these customers.

In pooled volume contracts, NRR does not capture a customer’s increase in construction volume usage because the fixed annual fees in these arrangements result in 100% NRR. Pooled volume contracts generally result in lower NRR than what would have been reflected had those customers signed annual subscription contracts with construction volume measured over a one-year period or multi-year subscription contracts measured over successive one-year periods, as customers tend to increase usage of our platform year-over-year. Because NRR does not properly capture our customers’ actual construction volume usage under the pool volume model, we do not believe NRR is the best indicator of our ability to retain and grow our customer base.

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Remaining Performance Obligations

Our subscriptions typically have a term of one to three years. The transaction price allocated to RPO under our subscriptions represents the contracted transaction price that has not yet been recognized as revenue, which includes deferred revenue and amounts under non-cancelable subscriptions that will be invoiced and recognized as revenue in future periods. Our cRPO represents future revenue under existing contracts that is expected to be recognized as revenue in the next 12 months.

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

	Year Ended December 31,						% Growth Year Ended December 31,
	2024		2023		2022		2024		2023
	2025		2024		2023		2025		2024
	(dollars in thousands)
cRPO	$	~~829~~1,~~666~~009,293	$	~~698~~829,~~284~~666	$	~~561~~698,~~200~~284	1922	%	2419	%
Non-current RPO	~~456~~581,~~801~~570		~~302~~456,~~215~~801		~~236~~302,~~300~~215		5127	%	2851	%
Total RPO	$	1,~~286~~590,~~467~~863	$	1,~~000~~286,~~499~~467	$	~~797~~1,~~500~~000,499	2924	%	2529	%

We believe that cRPO is a key metric to track our ability to win fixed revenue commitments from new customers and to expand and retain existing customers. ~~cRPO~~However, ~~increased~~as byour ~~$131.4~~average ~~million~~contract induration ~~2024~~continues ~~and~~to ~~$137.1~~lengthen ~~million~~due into ~~2023,~~increased ~~representing~~purchases aof ~~year~~multi-~~over-~~year subscriptions, our cRPO growth rate ofmay ~~19%~~not indirectly ~~2024~~correlate ~~and~~with ~~24%~~our actual or expected revenue growth in ~~2023.~~current Weor ~~believe~~future ~~that~~periods. ~~macroeconomic~~cRPO ~~factors~~increased ~~have~~by ~~resulted~~$179.6 million in ~~cautious~~2025 ~~customer~~and ~~spending,~~$131.4 ~~contributing~~million toin 2024, representing a ~~decline~~year-over-year growth rate of 22% in ~~the~~2025 ~~cRPO~~and ~~annual~~19% ~~growth~~in ~~rate~~2024. During ~~2024~~2025, approximately 2641% of the increase was attributable to existing customers and 7459% was attributable to new customers acquired during the year. During ~~2023~~2024, approximately 3426% of the increase was attributable to existing customers and 6674% was attributable to new customers acquired during the year. We expect RPO to change from period to period primarily due to the size, timing, and duration of new customer contracts and customer renewals.

Continued Technology Innovation and Strategic Expansion of Our Products and Services

We plan to continue to invest in technology innovation and product development, including AI features and products, to enhance the capabilities of our platform. Additional features and products will also enable customers and collaborators to manage new workflows on our platform and allow us to attract a broader set of stakeholders. We have introduced and continue to develop new products and services organically and through our acquisitions.

We intend to continue to invest in building additional products, services, offerings, features, and functionality that expand our capabilities and facilitate the extension of our platform. For example, in January 2026, we acquired Datagrid, a leader in agentic AI solutions for the construction industry; in January 2025, we acquired Novorender, a leader in advanced BIM rendering technology, to enhance our capabilities for large-scale constructions projects; in May 2024, we acquired Intelliwave, a construction materials management company that enhances our Resource Management solution; in September 2023, we acquired Unearth, a geographic information systems asset management platform that helps general contractors and infrastructure providers connect assets, data, and field teams; and in September 2023, we launched Procore Pay, a payment solution that handles all aspects of the payment processes between general contractors and subcontractors. We also intend to continue to evaluate strategic acquisitions and investments in businesses and technologies to drive product and market expansion. While the impact of these developments, including Procore Pay, are not yet material to our business, our future success is dependent on our ability to successfully develop or acquire, market, and sell existing and new products and services to both new and existing customers.

International Growth

We see international expansion as a major, and largely greenfield, opportunity for growth as we look to capture a larger part of the worldwide construction market. We have an international sales and marketing presence with offices in Sydney, Australia; Toronto, Canada; London, England; Dublin, Ireland; and Dubai, UAE. As a result of our international efforts, we support multiple languages and currencies. Non-U.S. revenue as a percentage of our total revenue was 15% and 14% for the years ended December 31, 2024 and 2023, respectively. We determine the percentage of non-U.S. revenue based on the billing location of each customer. Fluctuations in foreign currencies may positively or negatively impact the amount of revenue that we report for our foreign subsidiaries upon the translation of these amounts into U.S. Dollars.

Furthermore, we believe global demand for our products, services, and platform will continue to increase as we expand our international sales and marketing efforts, and the awareness of our products, services, and platform grows. However, our ability to conduct our operations internationally will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, currencies, cultures, customs, and commercial markets, as well as differing legal, tax, regulatory, and alternative dispute systems. We have made, and plan to continue to 54

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~~make~~percentage of our total revenue was 15% for both of the years ended December 31, ~~significant~~2025 ~~investments~~and in2024. ~~international~~We ~~markets~~determine the percentage of non-U.S. ~~While~~revenue ~~these~~based ~~investments~~on ~~may~~the ~~adversely~~billing ~~affect~~location ~~our~~of ~~operating~~each ~~results~~customer. Fluctuations in foreign currencies may positively or negatively impact the ~~near~~amount ~~term,~~of revenue that we ~~believe~~report ~~they~~for ~~will~~our ~~contribute~~foreign tosubsidiaries ~~our~~upon ~~long-term~~the ~~growth~~translation of these amounts into U.S. Dollars.

Furthermore, we believe global demand for our products, services, and platform will continue to increase as we expand our international sales and marketing efforts, and the awareness of our products, services, and platform grows. However, our ability to conduct our business operations internationally will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, currencies, cultures, customs, and commercial markets, as well as differing legal, tax, regulatory, and alternative dispute systems. We have made, and plan to continue to make, significant investments in international markets. While these investments may adversely affect our operating results in the near term, we believe they will contribute to our long-term growth.

Macroeconomic Factors

Macroeconomic factors and geopolitical events that impact the construction industry, such as elevated inflation and responses by governments to address it, ~~higher~~changing interest rates ~~than we've seen in recent history~~, volatility in capital markets, bank failures, fluctuations in foreign exchange rates, global pandemics, trade wars or shifting tariffs, evolving and potentially conflicting regulatory requirements, and wars and other conflicts may impact our customers’ spending as well as our operating expenses and cash flows. We believe that macroeconomic factors have resulted in cautious customer spending and increased customer pricing sensitivity, contributing to the decline in our cRPO annual growth rate, among other impacts. However, as such factors evolve, we continue to monitor the ways in which they may directly or indirectly impact our business, results of operations, and financial condition. See the section titled “Risk Factors” in Part I of this Annual Report on Form 10-K for further discussion.

Components of Results of Operations

Revenue

We generate substantially all of our revenue from subscriptions to access our products and related support. Subscriptions are sold for a fixed fee and revenue is recognized ratably over the term of the subscription. Our subscriptions generally have annual or multi-year terms, are typically subject to renewal at the end of the subscription term, and are non-cancelable. To the extent we invoice our customers in advance of revenue recognition, we record deferred revenue. Consequently, a portion of the revenue that we report each period is attributable to the recognition of revenue previously deferred related to subscriptions that we entered into during previous periods.

Cost of Revenue

Cost of revenue primarily consists of personnel-related compensation expenses for our customer support team, including salaries, ~~benefits,~~ 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 our platform, amortization of acquired technology intangible assets, software license fees, and allocated overhead. ~~Cost of revenue also includes severance costs incurred related to the restructuring event in January 2024, which is described in Note 17 of our consolidated financial statements.~~ We expect our cost of revenue to increase on an absolute dollar basis as our revenue and acquisition activities increase. We intend to continue to invest additional resources in platform hosting, customer support, and software development as we grow our business, ~~evolve~~support our GTM operating model, and ensure that our customers are realizing the full benefit of our products. The level and timing of investment in these areas could affect our cost of revenue in the future.

Costs related to the development of internal-use software for new products and major platform enhancements are capitalized until the software is substantially complete and ready for its intended use. Capitalized software development costs are amortized on a straight-line basis over the developed software’s estimated useful life of two years and the amortization is recorded in cost of revenue.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. For each of these categories of expense, personnel-related compensation expenses are the most significant component, which include salaries, stock-based compensation, commissions, benefits, ~~payroll taxes,~~ bonuses, and ~~severance~~payroll ~~costs incurred related to the restructuring event in January 2024, which is described in Note 17 of our consolidated financial statements~~taxes.

~~Sales and Marketing~~55

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~~consulting~~Sales ~~services;~~ and allocated overhead. We expense advertising and other promotional expenditures as incurred. We expect sales and marketing expenses to increase on an absolute dollar basis and vary from period to period as a percentage of revenue, as our business continues to grow, as we evolve our GTM operating model, and as we increase our investment in sales and marketing to drive customer growth.Marketing

Sales and marketing expenses primarily consist of personnel-related compensation expenses for our 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 our staff levels; consulting services; amortization of acquired customer relationship intangible assets; and allocated overhead. We expense advertising and other promotional expenditures as incurred. We expect sales and marketing expenses to increase on an absolute dollar basis and vary from period to period as a percentage of revenue, as our business continues to grow, as we support our GTM operating model, and as we increase our investment in sales and marketing to drive customer growth.

Research and Development

Research and development expenses primarily consist of personnel-related compensation expenses for our 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 our staff levels,; computer software expenses; consulting services,; amortization of certain acquired intangible assets used in research and development activities,; and allocated overhead. We expect research and development expenses to increase on an absolute dollar basis and vary from period to period as a percentage of revenue for the foreseeable future as we continue to build, enhance, maintain, and scale our products, services, and platform.

General and Administrative

General and administrative expenses primarily consist of personnel-related compensation expenses for our ITinformation technology, human resources, finance, ~~legal~~executive, ~~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,; ~~including~~computer ~~acquisition-related~~software ~~transaction~~ expenses; costs associated with operating as a public company, including insurance costs, professional services, investor relations, and other compliance costs; property and use taxes; licenses,; travel, and entertainment costs; acquisition-related transaction expenses; and allocated overhead. We expect general and administrative expenses to increase on an absolute dollar basis and vary from period to period as a percentage of revenue, as our business continues to grow, including in relation to our international expansion.

Interest Income

Interest income consists primarily of interest income earned on our marketable securities, money market funds, and cash savings accounts.

Interest Expense

Interest expense consists primarily of costs associated with our finance leases.

Accretion Income, Net

Accretion income, net consists of accretion of discounts, net of amortization of premiums, related to our available-for-sale marketable debt securities.

Other Income (Expense), Net

Other income (expense), net primarily consists of gains or losses on foreign currency transactions, unrealized gains or losses on equity securities, and miscellaneous other income and expenses.

Provision for Income Taxes

Provision for income taxes consists primarily of income taxes of U.S. state franchise taxes and certain foreign jurisdictions in which we conduct business. As we expand our international operations, we expect to incur increased foreign tax expenses. We have a full valuation allowance for net U.S. deferred tax assets. The U.S. valuation allowance primarily includes NOL carryforwards and tax credits related primarily to research and development for our operations in the U.S. We expect to maintain this full valuation allowance for our net U.S. deferred tax assets for the foreseeable future.

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Results of Operations

The following tables set forth our consolidated statements of operations data and such data as a percentage of revenue for each of the periods indicated. Certain percentages below may not sum due to rounding.

Year Ended December 31,

2024

2023

2022

2025

2024

2023

(in thousands)

Revenue

1,~~151~~322,~~708~~509

~~950~~1,~~010~~151,708

~~720~~950,~~203~~010

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

~~205~~270,~~612~~832

~~174~~205,~~462~~612

~~148~~174,~~416~~462

Gross profit

~~946~~1,~~096~~051,677

~~775~~946,~~548~~096

~~571~~775,~~787~~548

Operating expenses

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

~~552~~580,~~019~~680

~~494~~552,~~908~~019

~~424~~494,~~976~~908

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

~~312~~362,~~987~~373

~~300~~312,~~571~~987

~~270~~300,~~982~~571

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

~~217~~232,~~513~~967

~~195~~217,~~746~~513

~~166~~195,~~283~~746

Total operating expenses

1,~~082~~176,~~519~~020

~~991~~1,~~225~~082,519

~~862~~991,~~241~~225

Loss from operations

(~~136~~124,~~423~~343)

(~~215~~136,~~677~~423)

(~~290~~215,~~454~~677)

Interest income

2320,~~694~~941

1923,~~779~~694

519,~~826~~779

Interest expense

(1,~~899~~153)

(1,~~957~~899)

(21,~~135~~957)

Accretion income, net

138,~~583~~265

913,~~794~~583

29,~~035~~794

Other expense, net

(3,136)

(360)

(1,737)

Other income (expense), net

2,309

(3,136)

(360)

Loss before provision for income taxes

(~~104~~93,~~181~~981)

(~~188~~104,~~421~~181)

(~~286~~188,~~465~~421)

Provision for income taxes

16,~~775~~802

1,~~273~~775

~~466~~1,273

Net loss

(~~105~~100,~~956~~783)

(~~189~~105,~~694~~956)

(~~286~~189,~~931~~694)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
	(as a percentage of revenue)
Revenue	100	%	100	%	100	%
Cost of revenue(1)(2)(3)	1820	%	18	%	2118	%
Gross profit	8280	%	82	%	7982	%
Operating expenses
Sales and marketing(1)(2)(3)(4)	4844	%	5248	%	5952	%
Research and development(1)(2)(3)(4)	27	%	3227	%	3832	%
General and administrative(1)(3)(4)	1918	%	2119	%	2321	%
Total operating expenses	9489	%	~~104~~94	%	~~120~~104	%
Loss from operations	(129	%)	(2312	%)	(4023	%)
Interest income	2	%	2	%	12	%
Interest expense	0	%	0	%	0	%
Accretion income, net	1	%	1	%	01	%
Other expense, net	0	%	0	%	0	%
Other income (expense), net	0	%	0	%	0	%
Loss before provision for income taxes	(97	%)	(209	%)	(4020	%)
Provision for income taxes	01	%	0	%	0	%
Net loss	(98	%)	(209	%)	(4020	%)

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(1)Includes stock-based compensation expense as follows:

Year Ended December 31,

2024

2023

2022

2025

2024

2023

(in thousands)

Cost of revenue

1523,~~478~~489

1115,~~491~~478

711,~~253~~491

Sales and marketing

5874,~~058~~274

5558,~~162~~058

5355,~~397~~162

Research and development

6789,~~961~~606

6867,~~275~~961

6368,~~262~~275

General and administrative

5362,~~336~~962

4453,~~406~~336

3844,~~974~~406

Total stock-based compensation expense*

~~194~~250,~~833~~331

~~179~~194,~~334~~833

~~162~~179,~~886~~334

*Includes amortization of capitalized stock-based compensation of $811.09 million and $48.50 million, respectively, for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, which was initially capitalized as capitalized software and cloud-computing arrangement implementation costs, and was primarily amortized in cost of revenue.

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

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
	(in thousands)
Cost of revenue	$	2529,~~437~~820	$	2225,~~396~~437	$	22,~~428~~396
Sales and marketing	1211,~~700~~727		12,~~425~~700		12,425
Research and development	2,~~657~~603		2,~~757~~657		32,~~528~~757
Total amortization of acquired intangible assets	$	4044,~~794~~150	$	3740,~~578~~794	$	3837,~~381~~578

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

Year Ended December 31,

2024

2023

2022

2025

2024

2023

(in thousands)

Cost of revenue

~~612~~804

~~540~~612

~~308~~540

Sales and marketing

3,~~227~~099

23,~~766~~227

12,~~955~~766

Research and development

3,~~535~~990

3,~~217~~535

23,~~474~~217

General and administrative

21,~~086~~999

12,~~910~~086

1,~~202~~910

Total employer payroll tax on employee stock transactions

9,~~460~~892

89,~~433~~460

58,~~939~~433

(4)Includes acquisition-related expenses as follows:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
	(in thousands)
Sales and marketing	~~1,448~~$	1,077	~~2,483~~$	1,448	~~1,725~~$	2,483
Research and development	323,134		~~6,370~~32		56,~~549~~370
General and administrative	~~808~~2,366		35808		~~2,128~~35
Total acquisition-related expenses	$	26,~~288~~577	$	82,~~888~~288	$	98,~~402~~888

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Comparison of the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

Revenue

	Year Ended December 31,				Change
	2024		2023		Dollar		Percent
	2025		2024		Dollar		Percent
	(dollars in thousands)
Revenue	$	1,~~151~~322,~~708~~509	$	~~950~~1,~~010~~151,708	$	~~201~~170,~~698~~801	2115	%

In ~~2024~~2025, our revenue increased by $~~201~~170.78 million, or 2115%, compared to ~~2023~~2024, of which approximately 6449% was attributable to revenue from existing customers and approximately 3651% was attributable to revenue from new customers acquired during ~~2024~~2025. ~~The~~Revenue ~~increase in revenue~~ from existing customers includes the net benefit of a full year of subscription revenue in ~~2024~~2025 from customers that were newly acquired in ~~2023~~2024 and continued their subscriptions in ~~2024~~2025, and customers that expanded their subscriptions in ~~2024~~2025 through the purchase of additional construction volume or products and services.

Cost of Revenue, Gross Profit, and Gross Margin

	Year Ended December 31,						Change
	2024			2023			Dollar		Percent
	2025			2024			Dollar		Percent
	(dollars in thousands)
Cost of revenue	$	~~205~~270,~~612~~832		$	~~174~~205,~~462~~612		$	3165,~~150~~220	1832	%
Gross profit	~~946~~1,~~096~~051,677			~~775~~946,~~548~~096			~~170~~105,~~548~~581		2211	%
Gross margin	8280		%	82		%

The increase in cost of revenue during ~~2024~~2025 was primarily attributable to an increase of $1331.74 million in ~~amortization~~personnel-related ofexpenses, ~~capitalized~~including ~~software~~increases ~~development~~of ~~costs~~$27.1 ~~The~~million ~~increase~~ in ~~cost~~salaries ofand ~~revenue~~wages ~~was~~and ~~also attributable to a~~ $94.61 million ~~increase~~ in ~~third~~stock-~~party~~based ~~cloud~~compensation ~~hosting~~expense. ~~and~~The ~~related~~increase ~~services~~in ascost weof ~~grow~~revenue ~~our~~was ~~customer~~also ~~base;~~attributable to a $418.16 ~~million~~ increase in ~~personnel-related~~amortization ~~expenses, including increases~~ of ~~$2.7~~capitalized ~~million~~software indevelopment ~~salaries and wages~~costs, a $011.98 million increase in ~~stock~~third-~~based~~party ~~compensation~~cloud ~~expense,~~hosting and ~~$0.3 million in severance costs incurred~~ related toservices ~~the~~as ~~restructuring~~we ~~event~~grow inour ~~January~~customer ~~2024;~~base, and a $34.04 million increase in amortization of developed technology intangible assets. ~~Our~~We increased our cost of revenue headcount ~~remained~~by ~~consistent~~21% since December 31, ~~2023~~2024, as we continue to ~~focus~~invest onadditional ~~improving~~resources in customer support and implementation to support our GTM operating ~~efficiency~~model, and to ensure that our customers are realizing the full benefit of our products.

Operating Expenses

	Year Ended December 31,				Change
	2024		2023		Dollar		Percent
	2025		2024		Dollar		Percent
	(dollars in thousands)
Sales and marketing	$	~~552~~580,~~019~~680	$	~~494~~552,~~908~~019	$	5728,~~111~~661	125	%

The increase in sales and marketing expenses during ~~2024~~2025 was primarily attributable to an increase of $1843.73 in personnel-related expenses, including increases of $27.3 million in ~~marketing~~salaries ~~events~~and wages and ~~expenses~~$16.2 tomillion ~~drive~~in ~~customer~~stock-based ~~growth~~compensation expense. The increase in sales and marketing expenses was also attributable to a $1510.18 million increase in professional fees, including contractors to support our staff levels and professional service fees to support our GTM operating model~~; a $13~~.6 ~~million~~The ~~increase in personnel-related expenses, including~~ increases ~~of $9.3 million~~ in ~~salaries~~sales and ~~wages,~~marketing ~~$2.6~~expenses ~~million~~were inpartially ~~stock-based~~offset ~~compensation~~by ~~expense,~~a ~~and~~ $121.37 million indecrease ~~severance costs incurred related to the restructuring event~~ in ~~January~~marketing ~~2024;~~events aand ~~$5.5~~expenses, ~~million increase in travel-related costs;~~ and a $31.0 million ~~increase~~decrease in ~~computer~~amortization ~~software~~of ~~expenses~~customer relationship intangible assets. We ~~increased~~decreased our sales and marketing headcount by 74% since December 31, ~~2023~~2024 as we moved a portion of headcount to cost of revenue roles in order to support our GTM operating model.

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	Year Ended December 31,				Change
	2024		2023		Dollar		Percent
	2025		2024		Dollar		Percent
	(dollars in thousands)
Research and development	$	~~312~~362,~~987~~373	$	~~300~~312,~~571~~987	$	1249,~~416~~386	416	%

The increase in research and development expenses during ~~2024~~2025 was primarily attributable to an increase of $1347.56 million in ~~professional~~personnel-related ~~fees~~expenses, including ~~contractors~~increases toof ~~support~~$25.5 ~~our~~million ~~staff~~in ~~levels~~salaries and wages and $21.6 million in stock-based compensation expense. The increase in research and development expenses was also attributable to a $27.57 million increase in computer software expenses, and a $1.3.1 million increase in ~~travel~~acquisition-related ~~costs~~expenses. The increases in research and development expenses were partially offset by a ~~decrease of~~ $612.27 million in acquisition-related expenses, including $4.9 million related to the acceleration of cash retention payments in the first quarter of 2023 upon the departure of certain employees from our previous acquisitions; and a decrease ~~of $0.2 million~~ in ~~personnel-related~~professional ~~expenses,~~fees ~~including decreases of $1.9 million in salaries and wages and $0.3 million in stock-based compensation expense, partially offset by an increase of $1.8 million in severance costs incurred~~ related to ~~the~~temporary ~~restructuring~~contractor ~~event in January 2024~~labor. We increased our research and development headcount by 4216% since December 31, ~~2023~~2024 in order to continue to build, enhance, maintain, and scale our products, services, and platform as part of our global workforce strategy.

	Year Ended December 31,				Change
	2024		2023		Dollar		Percent
	2025		2024		Dollar		Percent
	(dollars in thousands)
General and administrative	$	~~217~~232,~~513~~967	$	~~195~~217,~~746~~513	$	2115,~~767~~454	117	%

The increase in general and administrative expenses during ~~2024~~2025 was primarily attributable to an increase of $1912.20 million in personnel-related expenses, including increases of $92.45 million in salaries and wages, and $8.9.6 million in stock-based compensation expense~~, and $0~~.8 ~~million in severance costs incurred related to the restructuring event in January 2024.~~ The increase in general and administrative expenses was also attributable to a $109.30 million increase in ~~professional~~legal fees,; ~~including~~a ~~contractors~~$4.0 tomillion ~~support~~increase ~~our~~in ~~staff~~computer ~~levels~~software ~~and professional service fees to support our corporate strategic initiatives~~expenses; a $21.6 million increase in ~~computer~~acquisition-related ~~software~~ expenses; and a $1.84 million increase in ~~travel-related~~tax ~~costs~~& license fees. The increases in general and administrative expenses were partially offset by a $7.13 million decrease in ~~bad~~rent ~~debt~~expense, ~~expenses~~ primarily ~~relating~~related to ~~the~~modifications ~~receivables~~of ~~from~~leases ~~our materials financing business, which we ceased originations under~~ in ~~the fourth quarter of 2023~~2025. We ~~increased~~decreased our general and administrative headcount by 29% since December 31, ~~2023~~2024, inas ~~order~~we to continue to ~~support~~focus ~~the~~on ~~efficiency~~operating ~~of other departments and the growth of our business~~efficiency.

Interest Income, Interest Expense, Accretion Income, Net, Other Income (Expense), Net, and Provision for Income Taxes

	Year Ended December 31,				Change
	2024		2023		Dollar		Percent
	2025		2024		Dollar		Percent
	(dollars in thousands)
Interest income	$	2320,~~694~~941	$	1923,~~779~~694	$	3(2,~~915~~753)	20(12	%)
Interest expense	1,~~899~~153		1,~~957~~899		(58746)		(339	%)
Accretion income, net	138,~~583~~265		913,~~794~~583		3(5,~~789~~318)		(39	%)
Other expense, net	3,136		360		2,776		*
Other income (expense), net	2,309		(3,136)		5,445		*
Provision for income taxes	16,~~775~~802		1,~~273~~775		~~502~~5,027		39*	%

*Percentage not meaningful

During ~~2024~~2025, our interest income ~~increased~~decreased by $32.98 million due to ana ~~increase~~decrease in the balances of our money market funds, cash savings accounts, and marketable securities; accretion income, net ~~increased~~decreased by $35.83 million due to ana ~~increase~~decrease in the balances of our marketable securities; ~~and~~ other income (expense), net ~~increased~~flipped from expense to income due to foreign currency ~~losses~~gains; and provision for income taxes increased primarily due to a foreign tax on the transfer from Norway to the U.S. of intellectual property acquired from Novorender.

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Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. GAAP, we believe certain non-GAAP measures, as described below, are useful in evaluating our operating performance. We use this non-GAAP financial information, collectively, to evaluate our ongoing operations as well as for internal planning and forecasting purposes. We believe 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.

The non-GAAP financial information is presented for supplemental informational purposes only. Non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP. There are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP, non-GAAP financial measures may be different from similarly-titled non-GAAP measures used by other companies since other companies may calculate such non-GAAP financial measures differently, and non-GAAP financial measures exclude expenses that may have a material impact on our 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. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. Investors should not rely on any single financial measure to evaluate our business.

Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Expenses, Non-GAAP Income ~~(Loss)~~ from Operations, and Non-GAAP Operating Margin

We define 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, and acquisition-related expenses. 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.

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 our operating results from period to period. The expense related to amortization of acquired intangible assets is a non-cash expense is and dependent upon estimates and assumptions, which can vary significantly and are unique to each asset acquired; therefore, we believe that 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 (“RSU”) settlements, option exercises, related stock price, and other factors that are beyond our control and that do not correlate to the operation of our business. When evaluating the performance of our business and making operating plans, we do 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 our 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, we believe this adjustment in arriving at our non-GAAP measures provides investors with a better understanding of the performance of our 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~~

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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. We believe excluding acquisition-related expenses facilitates the comparison of our financial results to our historical operating results and to other companies in our industry. Overall, we believe it is useful to exclude these expenses in order to better understand the long-term performance of our core business and to facilitate comparison of our results period-over-period and to those of peer companies.

The following tables present reconciliations of our GAAP financial measures to our non-GAAP financial measures for the periods presented:

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

	Year Ended December 31,
	2024			2023			2022
	2025			2024			2023
	(dollars in thousands)
Revenue	$	1,~~151~~322,~~708~~509		$	~~950~~1,~~010~~151,708		$	~~720~~950,~~203~~010
Gross profit	~~946~~1,~~096~~051,677			~~775~~946,~~548~~096			~~571~~775,~~787~~548
Stock-based compensation expense	1523,~~478~~489			1115,~~491~~478			711,~~253~~491
Amortization of acquired technology intangible assets	2529,~~437~~820			2225,~~396~~437			22,~~428~~396
Employer payroll tax on employee stock transactions	~~612~~804			~~540~~612			~~308~~540
Non-GAAP gross profit	$	~~987~~1,~~623~~105,790		$	~~809~~987,~~975~~623		$	~~601~~809,~~776~~975
Gross margin	8280		%	82		%	7982		%
Non-GAAP gross margin	8684		%	8586		%	8485		%

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Reconciliation of operating expenses to non-GAAP operating expenses:

	Year Ended December 31,
	2024			2023			2022
	2025			2024			2023
	(dollars in thousands)
Revenue	$	1,~~151~~322,~~708~~509		$	~~950~~1,~~010~~151,708		$	~~720~~950,~~203~~010
GAAP sales and marketing	~~552~~580,~~019~~680			~~494~~552,~~908~~019			~~424~~494,~~976~~908
Stock-based compensation expense	(5874,~~058~~274)			(5558,~~162~~058)			(5355,~~397~~162)
Amortization of acquired intangible assets	(1211,~~700~~727)			(12,~~425~~700)			(12,425)
Employer payroll tax on employee stock transactions	(3,~~227~~099)			(23,~~766~~227)			(12,~~955~~766)
Acquisition-related expenses	(1,~~448~~077)			(21,~~483~~448)			(12,~~725~~483)
Non-GAAP sales and marketing	$	~~476~~490,~~586~~503		$	~~422~~476,~~072~~586		$	~~355~~422,~~474~~072
GAAP sales and marketing as a percentage of revenue	4844		%	5248		%	5952		%
Non-GAAP sales and marketing as a percentage of revenue	4137		%	4441		%	4944		%
GAAP research and development	$	~~312~~362,~~987~~373		$	~~300~~312,~~571~~987		$	~~270~~300,~~982~~571
Stock-based compensation expense	(6789,~~961~~606)			(6867,~~275~~961)			(6368,~~262~~275)
Amortization of acquired intangible assets	(2,~~657~~603)			(2,~~757~~657)			(32,~~528~~757)
Employer payroll tax on employee stock transactions	(3,~~535~~990)			(3,~~217~~535)			(23,~~474~~217)
Acquisition-related expenses	(323,134)			(~~6,370~~32)			(56,~~549~~370)
Non-GAAP research and development	$	~~238~~263,~~802~~040		$	~~219~~238,~~952~~802		$	~~196~~219,~~169~~952
GAAP research and development as a percentage of revenue	27		%	3227		%	3832		%
Non-GAAP research and development as a percentage of revenue	2120		%	2321		%	2723		%
GAAP general and administrative	$	~~217~~232,~~513~~967		$	~~195~~217,~~746~~513		$	~~166~~195,~~283~~746
Stock-based compensation expense	(5362,~~336~~962)			(4453,~~406~~336)			(3844,~~974~~406)
Employer payroll tax on employee stock transactions	(21,~~086~~999)			(12,~~910~~086)			(1,~~202~~910)
Acquisition-related expenses	(~~808~~2,366)			(35808)			(~~2,128~~35)
Non-GAAP general and administrative	$	~~161~~165,~~283~~640		$	~~149~~161,~~395~~283		$	~~123~~149,~~979~~395
GAAP general and administrative as a percentage of revenue	1918		%	2119		%	2321		%
Non-GAAP general and administrative as a percentage of revenue	1413		%	1614		%	1716		%

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

	Year Ended December 31,
	2024			2023			2022
	2025			2024			2023
	(dollars in thousands)
Revenue	$	1,~~151~~322,~~708~~509		$	~~950~~1,~~010~~151,708		$	~~720~~950,~~203~~010
Loss from operations	(~~136~~124,~~423~~343)			(~~215~~136,~~677~~423)			(~~290~~215,~~454~~677)
Stock-based compensation expense	~~194~~250,~~833~~331			~~179~~194,~~334~~833			~~162~~179,~~886~~334
Amortization of acquired intangible assets	4044,~~794~~150			3740,~~578~~794			3837,~~381~~578
Employer payroll tax on employee stock transactions	9,~~460~~892			89,~~433~~460			58,~~939~~433
Acquisition-related expenses	26,~~288~~577			82,~~888~~288			98,~~402~~888
Non-GAAP income (loss) from operations	$	110,952		$	18,556		$	(73,846)
Non-GAAP income from operations	$	186,607		$	110,952		$	18,556
Operating margin	(129		%)	(2312		%)	(4023		%)
Non-GAAP operating margin	1014		%	210		%	~~(10~~2		%)

Liquidity and Capital Resources

As of December 31, ~~2024~~2025, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $~~821~~811.40 million, which were held in money market funds, U.S. treasury securities, corporate notes and obligations, commercial paper, checking accounts, and savings accounts. Our investments in marketable securities are exposed to interest rate risk; however, due to the short-term nature of our investments, we do not anticipate being exposed to material risks due to changes in interest rates.

As of December 31, ~~2024~~2025, we had outstanding letters of credit on an unsecured basis totaling approximately $47.36 million to secure various leased office facilities in the U.S. and Australia.

Our cash sources primarily consist of cash generated from sales to our customers, maturities of our marketable securities, proceeds from employees through stock option exercises and our employee stock purchase plan (“ESPP”), and interest income on our marketable securities, money market funds, and savings account balances.

Our cash requirements are primarily for operating expenses, which include personnel-related costs, purchase obligations primarily for hosting and software license and other services, lease obligations, and capital expenditures for our employees and offices. We also fund investments which help drive our strategic business growth through acquisitions and investments in equity securities and limited partnership funds. In February 2025, we began using cash to fund withholding taxes due upon the vesting of employee restricted stock units ("RSUs") by net share settlement, rather than our previous approach of selling shares of our common stock issued to employees to cover applicable withholding taxes. We also have a stock repurchase program that is funded using our working capital.

In the next 12 months, we have net contractual ~~tenant~~commitments ~~improvement~~consisting ~~reimbursements~~of ~~benefit from~~ operating ~~leases~~lease obligations of $35.29 million, and net contractual commitments consisting of finance lease obligations of $42.08 million and non-cancelable purchase commitments of $2863.70 million, as disclosed in Note 6 and Note 11 of the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. In February 2025, the Company modified its office leases in Austin, Texas to expand the leased premises and extend the lease terms, which resulted in an $9.2 million net contractual tenant improvement reimbursements benefit in the next 12 months. We believe our existing cash, cash equivalents, and marketable securities will be sufficient to meet our needs for at least the next 12 months. While we have generated positive cash flows from operations in recent years, we have continued to generate losses from operations, as reflected in our accumulated deficit of $1.23 billion as of December 31, ~~2024~~2025. We may not achieve profitability in the foreseeable future and may require additional capital resources to execute strategic initiatives to grow our business.

This assessment is a forward-looking statement and involves risks and uncertainties. Beyond the next 12 months, we have net contractual commitments that we are reasonably likely to incur consisting of operating lease obligations of $5768.82 million, finance lease obligations of $5232.4 million, and non-cancelable purchase commitments of $60.3 million, as disclosed in Note 6 and Note 11 of the audited consolidated financial

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~~commitments of $23.1 million, as disclosed in Note 6 and Note 11 of the audited consolidated financial~~ statements included elsewhere in this Annual Report on Form 10-K. The amendment to the office leases in Austin, Texas in February 2025 resulted in an additional $31.2 million operating lease obligation, net of tenant improvement reimbursement, beyond the next 12 months. Our additional future capital requirements will depend on many factors, including our revenue growth rate, new customer acquisition and subscription renewal activity, timing of billing activities, our ability to integrate the companies or technologies we acquire and realize strategic and financial benefits from our investments and acquisitions, other strategic transactions or investments we may enter into, the volume and timing of any stock repurchases under our stock repurchase program, the timing and extent of spending to support further sales and marketing and research and development efforts, general and administrative expenses to support our growth (including international expansion), and inflation. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing to fund these activities. If we are unable to raise additional capital when desired, or on acceptable terms, our business, results of operations, and financial condition could be materially adversely affected.

Further, as of December 31, ~~2024~~2025, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

The following table summarizes our cash flows for the periods presented:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
	(dollars in thousands)
Net cash provided by operating activities	$	~~196~~300,~~172~~270	$	92196,~~015~~172	$	1292,~~608~~015
Net cash used in investing activities	(~~150~~70,~~109~~499)		(76150,~~061~~109)		(~~340~~76,~~476~~061)
Net cash provided by financing activities	36,236		41,165		38,652
Net cash (used in) provided by financing activities	(178,902)		36,236		41,165

Operating Activities

Our largest source of cash from operating activities is collections from the sales of subscriptions to our customers. Our primary uses of cash from operating activities are for personnel expenses, marketing expenses, hosting and software license expenses, and overhead.

Net cash provided by operating activities was $~~196~~300.23 million in ~~2024~~2025 which resulted from a net loss of $~~106~~100.08 million, adjusted for non-cash charges of $~~277~~341.92 million and a net cash inflow of $2459.29 million from changes in operating expenses and liabilities. The $2459.29 million of net cash inflows provided as a result of changes in our operating assets and liabilities primarily reflected the following:

•a $100.1 million increase in deferred revenue primarily due to the growth of our business and timing of billings;

•a $64.4 million increase in accrued expenses and other liabilities primarily due to the size and timing of bonus and commission accruals, payroll accruals, and cash payments to our vendors; and

•a $1.0 million increase in operating lease liabilities related to lease modifications.

These changes in our operating assets and liabilities were partially offset by the following:

•a $52.0 million increase in deferred contract cost assets related to commissions as a result of additional customer contracts closed during the period and more commissions capitalized as a result of our GTM operating model;

•a $39.8 million increase in accounts receivable primarily due to the growth of our business and timing of billings and cash receipts from customers;

•an $8.2 million decrease in accounts payable primarily due to timing of cash payments to our vendors; and

•a $5.7 million increase in prepaid expenses and other current assets primarily due to timing of cash payments to our vendors.

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Net cash provided by operating activities was $196.2 million in 2024, which resulted from a net loss of $106.0 million, adjusted for non-cash charges of $277.9 million and a net cash inflow of $24.2 million from changes in operating assets and liabilities. The $24.2 million of net cash inflows provided as a result of changes in our operating assets and liabilities primarily reflected the following:

•a $79.1 million increase in deferred revenue primarily due to the growth of our business and timing of billings; and

•a $19.7 million increase in accounts payable primarily due to timing of cash payments to our vendors.

These changes in our operating assets and liabilities were partially offset by the following:

•a $39.5 million increase in accounts receivable primarily due to ~~the growth of our business and~~ timing of billings and cash receipts from customers; from the growth of our business;

•a $15.5 million ~~decrease~~increase in accrued expenses and other liabilities primarily due to ~~the~~personnel-related ~~size~~expenses and timing of ~~bonus accruals, payroll accruals, and~~ cash payments to our vendors;

•a $9.0 million increase in deferred contract cost assets related to commissions as a result of additional customer contracts closed during the period;

•a $7.3 million decrease in operating lease liabilities related to lease payments; and

63•a $3.3 million increase in prepaid expenses and other assets primarily due to timing of cash payments to our vendors.

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•a $3.3 million increase in prepaid expenses and other current assets primarily due to timing of cash payments to our vendors.

Net cash provided by operating activities was $92.0 million in 2023, which resulted from a net loss of $189.7 million, adjusted for non-cash charges of $258.3 million and a net cash inflow of $23.4 million from changes in operating assets and liabilities. The $23.4 million of net cash inflows provided as a result of changes in our operating assets and liabilities primarily reflected the following:

•a $106.6 million increase in deferred revenue primarily due to the growth of our business and timing of billings; and

•a $4.8 million increase in accrued expenses and other liabilities primarily due to personnel-related expenses and timing of cash payments to our vendors.

These changes in our operating assets and liabilities were partially offset by the following:

•a $57.5 million increase in accounts receivable primarily due to timing of billings and cash receipts from customers from the growth of our business;

•a $13.8 million decrease in operating lease liabilities related to lease payments;

•a $9.3 million increase in deferred contract cost assets related to commissions as a result of additional customer contracts closed during the period; and

•a $6.4 million increase in prepaid expenses and other assets primarily due to timing of cash payments to our vendors.

Investing Activities

Net cash used in investing activities of $~~150~~70.15 million in ~~2024~~2025 consisted of cash outflows for purchases of marketable securities of $~~491~~351.5 million, capitalized software development costs of $4965.57 million, business combinations of $2541.95 million, purchases of property and equipment of $1918.1 million, asset acquisitions of $3.85 million, and purchases of strategic investments of $2.42 million. Such outflows were partially offset by $~~440~~409.52 million in maturities of marketable securities and $12.67 million ofin ~~customer~~sales ~~repayments~~of ~~for~~marketable ~~materials financing~~securities.

Net cash used in investing activities of $76150.1 million in ~~2023~~2024 consisted of purchases of marketable securities of $~~402~~491.45 million, capitalized software development costs of $3449.75 million, ~~originations~~business ~~for~~combinations ~~materials financing~~ of $2425.09 million, purchases of property and equipment of $1019.31 million, ~~and~~ asset acquisitions of $73.8 million, and purchases of strategic investments of $2.4 million. Such outflows were partially offset by $~~372~~440.25 million ofin maturities of marketable securities, and $261.26 million ofin customer repayments for materials financing~~, and $5~~.5 ~~million in sales of marketable securities.~~

Financing Activities

Net cash ~~provided~~used byin financing activities of $36178.29 million in ~~2024~~2025 consisted of $24128.18 million in ~~proceeds~~repurchases ~~from~~of ~~employee~~our ~~purchases~~common ~~under~~stock, ~~the ESPP and~~ $1594.71 million in ~~proceeds~~payments ~~from~~of ~~stock~~tax ~~option~~withholding ~~exercises,~~for ~~partially~~net ~~offset~~share bysettlement, $21.06 million in payments on our finance lease obligations, and $1.54 million in deferred ~~business~~asset ~~combination~~acquisition consideration. Such outflows were partially offset by $26.3 million in proceeds from employee purchases under the ESPP, $11.8 million in proceeds from stock option exercises, and $9.0 million in funds held for Procore Pay customers.

Net cash provided by financing activities was $4136.2 million in ~~2023~~2024, which primarily consisted of $2524.41 million in proceeds from our ESPP and $1715.67 million in proceeds from stock option exercises,. Such inflows were partially offset by $12.80 million in payments on our finance lease obligations and $1.5 million in deferred business combination consideration.

Capital Allocation Strategy

We have a balanced approach to capital allocation based on the following priorities: driving organic and efficient revenue growth; investing in accretive mergers and acquisitions; and returning capital to stockholders through regular evaluation of share repurchases, as appropriate.

~~Stock Repurchase Program~~66

On October 29, 2024, our Board authorized a stock repurchase program to repurchase up to $300.0 million of our outstanding common stock. We intend to opportunistically repurchase shares of our common

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~~stock~~Stock ~~from~~Repurchase time to time through the open market (including via pre-set trading plans), or other transactions in accordance with applicable securities laws, in each case, subject to market conditions, applicable legal requirements, and other relevant factors. 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 our management within its authorization. The stock repurchase program will be funded using our working capital. The stock repurchase program does not obligate us to acquire any particular number of shares of our common stock, or any shares at all. The stock repurchase program expires on October 29, 2025, and may be suspended or discontinued at any time at our discretion and without notice. We did not repurchase any shares under our authorized stock repurchase program during the year ended December 31, 2024.Program

On November 3, 2025, our Board authorized a new stock repurchase program to repurchase up to $300.0 million of our outstanding common stock (the "2025 Stock Repurchase Program"). We intend to opportunistically repurchase shares of our 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. 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 our management within its authorization. The stock repurchase program will be funded using our working capital. The stock repurchase program does not obligate us to acquire any particular number of shares of our common stock, or any shares at all. The stock repurchase program expires on November 3, 2026, and may be suspended or discontinued at any time at our discretion and without notice. During the year ended December 31, 2025, we repurchased and retired a total of 327 shares of our common stock at a weighted average per share price of $68.92 for an aggregate amount of $22.5 thousand under 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, we repurchased and retired 1,765,560 shares of our common stock at a weighted average per share price of $56.66 for an aggregate amount of $100.0M under the 2025 Stock Repurchase Program.

On October 29, 2024, our Board authorized a stock repurchase program to repurchase up to $300.0 million of our 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 our management within its authorization. The stock repurchase program was funded using our working capital. The stock repurchase program described above expired on October 29, 2025. During the year ended December 31, 2025, we repurchased and retired a total of 1,903,527 shares of our 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, 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.

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those accounting policies and estimates that are both the most important to the portrayal of our net assets and results of operations and require the most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. These estimates are developed based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Critical accounting estimates are accounting estimates where the nature of the estimates is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on financial condition or operating performance is material.

The critical accounting policies and estimates, assumptions, and judgments that we believe have the most significant impact on our audited consolidated financial statements are described below.

Revenue Recognition

We recognize revenue when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration that we expect to receive in exchange for these services.

We determine revenue recognition through the following steps:

•identification of the contract, or contracts, with the 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 the revenue when, or as, we satisfy a performance obligation.

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We execute a signed contract with the customer that specifies the services to be provided, the payment amounts and terms, and the period of service, among other terms. The transaction price is determined by the stated fixed fees in the contract, excluding any sales related taxes.

Our subscriptions often include promises to transfer multiple services. Determining whether services are considered distinct performance obligations that should be accounted for separately or together may require judgment. Our subscriptions include access to our products and customer support over the subscription period. Access to the products and customer support represents a series of distinct services as we fulfill our obligation to the customer and the customer receives and consumes the benefits of the products and support over the subscription term. The series of distinct services represents a single performance obligation.

We recognize revenue ratably over the term of the subscription beginning on the date that service is made available to the customer.

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Stock-Based Compensation

Stock-based compensation expense related to stock awards is recognized based on the fair value of the awards granted. The fair value of RSUs, performance-based ~~restricted~~RSUs ~~stock units~~ (“PSUs”), and restricted stock awards is based on the estimated fair value of our common stock on the grant date. The fair value of each option award and ESPP purchase right is estimated on the grant date using the Black-Scholes option pricing model. The primary input in determining the fair value of the stock-based awards is the value of our common stock. The determination of the grant date fair value using the Black-Scholes option-pricing model is affected by volatility, expected term, dividend yield, and risk-free rate. These assumptions represent management’s best estimates and if different assumptions had been used, our stock-based compensation expense could have been materially different.

~~For~~The ~~awards~~fair ~~that~~value ~~vest~~of ~~solely~~each ~~based~~option onaward ~~continued~~and ~~service,~~ESPP purchase right is estimated on the grant date ~~fair~~using ~~value~~the isBlack-Scholes ~~recognized~~option aspricing ~~compensation~~model. ~~expense~~The onprimary ainput ~~straight-line~~in ~~basis~~determining ~~over~~ the ~~requisite~~fair ~~service~~value ~~period~~ of the stock-based awards, ~~which~~ is ~~generally~~the ~~four~~value ~~years.~~of ~~For~~our ~~awards~~common ~~that~~stock. ~~contain~~The ~~both~~determination ~~performance~~of ~~and service vesting conditions,~~ the grant date fair value ~~is recognized as compensation expense~~ using athe ~~graded~~Black-Scholes ~~vesting~~option-pricing ~~attribution~~ model. ~~No expense~~ is ~~recognized~~affected ~~for~~by ~~awards~~volatility, ~~with~~expected ~~performance~~term, ~~conditions~~dividend ~~until~~yield, ~~that~~and ~~condition~~risk-free israte. ~~probable~~These ofassumptions ~~being~~represent ~~met.~~management’s Webest ~~account~~estimates ~~for~~and ~~forfeitures~~if asdifferent ~~they~~assumptions ~~occur~~had ~~instead~~been ofused, ~~estimating~~our ~~the~~stock-based ~~number~~compensation ofexpense ~~awards~~could ~~expected~~have tobeen bematerially ~~forfeited~~different.

InThe ~~2022,~~fair wevalue ~~began~~of ~~granting~~market-based PSUs to(“MSUs”) ~~certain~~is ~~employees,~~estimated ~~which vest based~~ on the ~~achievement~~grant ofdate ~~certain~~fair ~~operating~~value ~~performance~~using ~~targets.~~a ~~Such~~Monte ~~awards~~Carlo ~~also~~simulation ~~require~~valuation ~~the~~model. ~~employees'~~The ~~continued~~primary ~~service~~input ~~through~~in ~~the~~determining ~~date~~ the ~~related~~fair ~~shares~~value ~~vest.~~of WeMSUs ~~recognize~~is ~~compensation~~the ~~expense~~value ~~for~~of ~~such~~our ~~awards~~common onstock. aThe ~~graded~~determination ~~vesting~~of ~~basis, through~~ the ~~expected~~grant ~~vest~~ date, ~~beginning~~fair invalue ~~the~~using ~~period~~a inMonte ~~which~~Carlo itsimulation ~~becomes~~valuation ~~probable~~model ~~that~~is ~~the~~affected ~~performance~~by ~~target~~volatility, ~~will~~expected beterm, ~~achieved.~~dividend ~~Management~~yield, ~~reassesses~~and ~~the~~risk-free ~~probability of achievement for such awards each reporting period~~rate. ~~The~~These ~~portion~~assumptions ofrepresent ~~expense~~management’s ~~recognized~~best inestimates ~~any~~and ~~period~~if ~~may~~different ~~fluctuate~~assumptions ~~depending~~had onbeen ~~changing~~used, ~~estimates~~our ofstock-based ~~the~~compensation ~~achievement~~expense ofcould ~~the~~have ~~performance~~been ~~conditions~~materially different.

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. For MSUs, which contain both market-performance and service vesting conditions, the grant date fair value is recognized as compensation expense using a graded vesting attribution model. We account for forfeitures as they occur instead of estimating the number of awards expected to be forfeited.

In 2022, we began granting PSUs to certain employees, which vest based on the achievement of certain operating performance targets. Such awards also require the employees’ continued service through the date the related shares vest. We recognize compensation expense for such awards on a graded vesting basis, through the expected vest date, beginning in the period in which it becomes probable that the performance target will be achieved. Management reassesses the probability of achievement for such awards each reporting period. The portion of expense recognized in any period may fluctuate depending on changing estimates of the achievement of the performance conditions.

In 2025, we began granting MSUs based on our 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”). We recognize compensation expense for such awards on a graded vesting basis, through the expected vest date, beginning on the grant date.

On November 10, 2025, our former Chief Executive Officer (“CEO”) resigned, while maintaining his position as Chair of our Board. In connection with the CEO’s resignation, we recognized incremental stock-based compensation expense related to the acceleration of the expense for his unvested RSUs and PSUs.

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Business Combinations

We account for business combinations using the acquisition method of accounting. We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Accounting for business combinations requires us to make estimates primarily relating to the valuation of intangible assets. Intangible assets consist primarily of acquired developed technology and acquired customer relationships. Valuations of acquired intangible assets require us to make judgments about the selection of valuation methodologies and also significant estimates and assumptions, including, ~~but not limited to,~~ (1) the estimated level of effort and related costs of reproducing or replacing the assets acquired, (2) future expected cash flows from using the acquired customer relationships and technology, including future expected revenue, the rate of customer non-renewals of subscriptions, and operating expenses to deliver such expected revenue, (3) discount rates, (4) estimated royalty rate specifically used to value the acquired technology, and (5) selection of comparable companies. Fair value estimates are based on the assumptions management believes a market participant would use in valuing the asset or liability. Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.

Recent Accounting Pronouncements

See “Summary of Significant Accounting Policies” in Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of recently issued accounting pronouncements.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency and Exchange Risk

The vast majority of our cash generated from revenue is denominated in U.S. Dollars, with the remainder denominated in Australian Dollars, Canadian Dollars, Great British Pounds, Euros, ~~Singapore~~Norwegian ~~Dollars~~Krone, and UAE Dirham. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our business operations, which are primarily in the U.S., Australia, Canada, England, Egypt, ~~Singapore, France,~~ Ireland, Czech Republic, Costa Rica, India, ~~and~~ the UAE, and Norway. Our results of current and future operations and cash flows are, therefore, subject to the risk of fluctuations in foreign currency exchange rates. This exposure is the result of selling in multiple currencies and payment of personnel-related expenses and other operating expenses in countries where the functional currency is the local currency. Changes in foreign currency exchange rates could have an adverse impact on our financial results and cash flow. These exposures may change over time as business practices evolve and economic conditions change. As the impact of foreign currency exchange rates has not been material to our historical operating results, we have not entered into derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency becomes more significant.

Interest Rate Risk

We had cash, cash equivalents, and marketable securities of $~~821~~811.40 million as of December 31, ~~2024~~2025. Cash, cash equivalents, and marketable securities consist of money market funds, U.S. treasury securities, corporate notes and obligations, commercial paper, checking accounts, and savings accounts. The cash and cash equivalents are held for working capital and general corporate purposes. Interest-earning instruments carry a degree of interest rate risk. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. As of December 31, ~~2024~~2025, a hypothetical 100 basis points increase or decrease in interest rates would not have a material impact on the fair market value of our portfolio. We therefore do not expect our results of operations or cash flows to be materially affected by a sudden change in market interest rates.

Inflation Risk

Inflation can have a positive impact on our pricing since increased construction costs may increase construction volume purchased by customers. However, supply chain challenges and labor shortages can result in delayed construction project starts, which may negatively impact construction volume purchased. Inflation can also result in higher personnel-related costs. We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition.

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Item 8. Financial Statements and Supplementary Data.

Index to Consolidated Financial Statements

			Page(s)
Report of Independent Registered Public Accounting Firm (PCAOB: 238)			6972
Consolidated Financial Statements:
Consolidated Balance Sheets			7174
Consolidated Statements of Operations and Comprehensive Loss			7275
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)			73
Consolidated Statements of Stockholders’ Equity			76
Consolidated Statements of Cash Flows			7477
Notes to Consolidated Financial Statements			7680

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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, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations and comprehensive loss, of ~~redeemable convertible preferred stock and~~ stockholders’ equity ~~(deficit)~~ and of cash flows for each of the three years in the period ended December 31, ~~2024~~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, ~~2024~~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, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~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, ~~2024~~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

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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,~~151~~322.75 million for the year ended December 31, ~~2024~~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 2624, ~~2025~~2026

We have served as the Company’s auditor since 2015.

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Procore Technologies, Inc.

Consolidated Balance Sheets

	December 31,
(in thousands, except number of shares and par value)	~~2024~~2025		~~2023~~2024
Assets
Current assets
Cash and cash equivalents	$	~~437~~480,~~722~~684	$	~~357~~437,~~790~~722
Marketable securities (amortized cost of $337,253 and $320,166 at December 31, 2024 and 2023, respectively)	337,673		320,161
Marketable securities (amortized cost of $287,337 and $337,253 at December 31, 2025 and December 31, 2024, respectively)	287,802		337,673
Accounts receivable, net of allowance for credit losses of $6,109 and $4,791 at December 31, 2024 and 2023, respectively	246,472		206,644
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	3355,~~922~~384		2833,~~718~~922
Prepaid expenses and other current assets	4455,~~090~~157		4244,~~421~~090
Total current assets	1,~~099~~166,~~879~~832		~~955~~1,~~734~~099,879
Marketable securities, non-current (amortized cost of $46,042 and $0 at December 31, 2024 and 2023, respectively)	46,042		—
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	~~112~~142,~~321~~228		83112,~~045~~321
Property and equipment, net	4348,~~592~~624		3643,~~258~~592
Right of use assets - finance leases	3119,~~727~~619		3431,~~375~~727
Right of use assets - operating leases	2836,~~790~~024		4428,~~141~~790
Contract cost asset, non-current	4779,~~505~~004		4447,~~564~~505
Intangible assets, net	~~120~~105,~~946~~364		~~137~~120,~~546~~946
Goodwill	~~549~~574,~~651~~083		~~539~~549,~~354~~651
Other assets	2024,~~918~~758		1820,~~551~~918
Total assets	$	2,~~101~~239,~~371~~065	$	12,~~893~~101,~~568~~371
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	3325,~~146~~168	$	1333,~~177~~146
Accrued expenses	88130,~~740~~280		~~100~~88,~~075~~740
Deferred revenue, current	~~584~~687,~~719~~062		~~501~~584,~~903~~719
Other current liabilities	2142,~~427~~047		2721,~~275~~427
Total current liabilities	~~728~~884,~~032~~557		~~642~~728,~~430~~032
Deferred revenue, non-current	56,~~815~~041		75,~~692~~815
Finance lease liabilities, non-current	4126,~~352~~557		4341,~~581~~352
Operating lease liabilities, non-current	3245,~~697~~855		3732,~~923~~697
Other liabilities, non-current	513,~~122~~793		65,~~332~~122
Total liabilities	~~813~~976,~~018~~803		~~737~~813,~~958~~018
Commitments and contingencies (Note 11)
Stockholders’ equity
Preferred stock, $0.0001 par value, 100,000,000 shares authorized at December 31, 2024 and 2023; 0 shares issued and outstanding at December 31, 2024 and 2023.	—		—
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, 2024 and 2023; 149,853,135 and 144,806,464 shares issued and outstanding at December 31, 2024 and 2023, respectively.	15		15
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,~~535~~609,~~868~~093		2,~~295~~535,~~807~~868
Accumulated other comprehensive loss	(21,~~737~~270)		(12,~~375~~737)
Accumulated deficit	(1,~~244~~345,~~793~~576)		(1,~~138~~244,~~837~~793)
Total stockholders’ equity	1,~~288~~262,~~353~~262		1,~~155~~288,~~610~~353
Total liabilities and stockholders’ equity	$	2,~~101~~239,~~371~~065	$	12,~~893~~101,~~568~~371

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

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Procore Technologies, Inc.

Consolidated Statements of Operations and Comprehensive Loss

Year Ended December 31,

(in thousands, except share and per share amounts)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Revenue

1,~~151~~322,~~708~~509

~~950~~1,~~010~~151,708

~~720~~950,~~203~~010

Cost of revenue

~~205~~270,~~612~~832

~~174~~205,~~462~~612

~~148~~174,~~416~~462

Gross profit

~~946~~1,~~096~~051,677

~~775~~946,~~548~~096

~~571~~775,~~787~~548

Operating expenses

Sales and marketing

~~552~~580,~~019~~680

~~494~~552,~~908~~019

~~424~~494,~~976~~908

Research and development

~~312~~362,~~987~~373

~~300~~312,~~571~~987

~~270~~300,~~982~~571

General and administrative

~~217~~232,~~513~~967

~~195~~217,~~746~~513

~~166~~195,~~283~~746

Total operating expenses

1,~~082~~176,~~519~~020

~~991~~1,~~225~~082,519

~~862~~991,~~241~~225

Loss from operations

(~~136~~124,~~423~~343)

(~~215~~136,~~677~~423)

(~~290~~215,~~454~~677)

Interest income

2320,~~694~~941

1923,~~779~~694

519,~~826~~779

Interest expense

(1,~~899~~153)

(1,~~957~~899)

(21,~~135~~957)

Accretion income, net

138,~~583~~265

913,~~794~~583

29,~~035~~794

Other expense, net

(3,136)

(360)

(1,737)

Other income (expense), net

2,309

(3,136)

(360)

Loss before provision for income taxes

(~~104~~93,~~181~~981)

(~~188~~104,~~421~~181)

(~~286~~188,~~465~~421)

Provision for income taxes

16,~~775~~802

1,~~273~~775

~~466~~1,273

Net loss

(~~105~~100,~~956~~783)

(~~189~~105,~~694~~956)

(~~286~~189,~~931~~694)

Net loss per share attributable to common stockholders, basic and diluted

(0.7267)

(10.3472)

(21.1034)

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted

~~147~~150,~~444~~247,~~772~~067

~~141~~147,~~961~~444,~~467~~772

~~136~~141,~~525~~961,~~728~~467

Other comprehensive (loss) income

Foreign currency translation adjustment, net of tax

(1,~~787)~~422

~~437~~(1,787)

~~(1,355)~~437

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

~~425~~45

~~504~~425

~~(378)~~504

Total other comprehensive (loss) income

(1,362)

941

(1,733)

Total other comprehensive income (loss)

1,467

(1,362)

941

Comprehensive loss

(~~107~~99,~~318~~316)

(~~188~~107,~~753~~318)

(~~288~~188,~~664~~753)

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

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Procore Technologies, Inc.

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

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Accumulated Deficit		Total Stockholders’ Equity ~~(Deficit)~~
(in thousands, except share amounts)	Shares	Amount
Balance as of December 31, 2021	134,046,926	$	13	$	1,852,071	$	(583)	$	(662,212)	$	1,189,289
Exercise of stock options	1,716,286	—		22,317		—		—		22,317
Stock-based compensation	—	—		171,704		—		—		171,704
Issuance of common stock upon settlement of restricted stock units	2,845,174	1		—		—		—		1
Issuance of common stock for employee stock purchase plan	551,753	—		22,133		—		—		22,133
Adjustment of holdback shares released for business combination	(605)	—		—		—		—		—
Other comprehensive loss	—	—		—		(1,733)		—		(1,733)
Net loss	—	—		—		—		(286,931)		(286,931)
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.

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Procore Technologies, Inc.

Consolidated Statements of Cash Flows

Year Ended December 31,

(in thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Operating activities

Net loss

(~~105~~100,~~956~~783)

(~~189~~105,~~694~~956)

(~~286~~189,~~931~~694)

Adjustments to reconcile net loss to net cash provided by operating activities

Stock-based compensation

~~186~~238,~~880~~425

~~174~~186,~~835~~880

~~162~~174,~~886~~835

Depreciation and amortization

89110,~~753~~576

7189,~~633~~753

6371,~~039~~633

Accretion of discounts on marketable debt securities, net

(127,~~830~~882)

(912,~~790~~830)

(29,~~009~~790)

Abandonment of long-lived assets

13,~~428~~540

1,~~488~~428

1,~~344~~488

Noncash operating lease expense

115,~~102~~839

1311,~~092~~102

1013,~~170~~092

Unrealized foreign currency loss (gain), net

2,304

(524)

(351)

Unrealized foreign currency (gain) loss, net

(1,862)

2,304

(524)

Deferred income taxes

(~~881~~6,820)

(~~769~~881)

(~~283~~769)

Provision for credit losses

591

8,052

2,584

(Benefit from) provision for credit losses

(514)

591

8,052

(Increase) decrease in fair value of strategic investments

(~~454~~124)

~~287~~(454)

~~483~~287

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

Accounts receivable

(39,~~501~~817)

(5739,~~492~~501)

(3557,~~817~~492)

Deferred contract cost assets

(851,~~993~~965)

(98,~~306~~993)

(219,~~974~~306)

Prepaid expenses and other assets

(35,~~318~~698)

(63,~~368~~318)

(36,~~754~~368)

Accounts payable

19(8,~~729~~173)

~~(938)~~19,729

~~459~~(938)

Accrued expenses and other liabilities

~~(15~~64,~~501)~~380

4(15,~~759~~501)

344,~~623~~759

Deferred revenue

79100,~~091~~099

~~106~~79,~~590~~091

97106,~~029~~590

Operating lease liabilities

(71,~~272)~~049

(137,~~840~~272)

(813,~~890~~840)

Net cash provided by operating activities

~~196~~300,~~172~~270

92196,~~015~~172

1292,~~608~~015

Investing activities

Purchases of property and equipment

(1918,~~143~~100)

(1019,~~325~~143)

(1510,~~782~~325)

Capitalized software development costs

(4965,~~529~~663)

(3449,~~685~~529)

(3334,~~648~~685)

Purchases of strategic investments

(2,~~367~~151)

(~~764~~2,367)

(~~3,959~~764)

Purchases of marketable securities

(~~491~~351,~~475~~465)

(~~402~~491,~~424~~475)

(~~369~~402,~~206~~424)

Maturities of marketable securities

~~440~~409,~~537~~230

~~372~~440,~~240~~537

85372,~~632~~240

Sales of marketable securities

—2,698

~~5,452~~—

—5,452

Originations of materials financing

—

~~(23,972)~~—

(23,~~489~~972)

Customer repayments of materials financing

~~1,605~~—

261,~~242~~605

1826,~~685~~242

Asset acquisitions, net of cash acquired

(3,792)

(7,825)

—

Acquisition of businesses, net of cash acquired

(41,515)

(25,945)

—

Acquisition of businesses, net of cash acquired

(25,945)

—

Asset acquisitions, net of cash acquired

(3,533)

(3,792)

(7,825)

Settlement of post-close working capital adjustments from business combinations

—

1,291

Net cash used in investing activities

(70,499)

(150,109)

(76,061)

Net cash used in investing activities

(150,109)

(76,061)

(340,476)

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

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Procore Technologies, Inc.

Consolidated Statements of Cash Flows (Continued)

	Year Ended December 31,
(in thousands)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Financing activities
Proceeds from stock option exercises	$	1511,~~737~~809	$	1715,~~618~~737	$	2217,~~364~~618
Proceeds from employee stock purchase plan	2426,~~069~~332		2524,~~400~~069		2225,~~133~~400
Payments of deferred offering costs	—		—		(270)
Repurchases of common stock	(128,838)		—		—
Payment of deferred business combination consideration	(1,470)		—		(3,870)
Payment of tax withholding for net share settlement	(94,120)		—		—
Payment of deferred asset acquisition consideration	(81)		—		—
Payment of deferred business combination consideration	—		(1,470)		—
Principal payments under finance lease agreements, net of proceeds from lease incentives	(2,019)		(1,853)		(1,705)
Payment of deferred asset acquisition consideration	(1,400)		(81)		—
Net cash provided by financing activities	36,236		41,165		38,652
Principal payments under finance lease agreements, net of proceeds from lease incentives	(1,636)		(2,019)		(1,853)
Net increase (decrease) in cash, cash equivalents and restricted cash	82,299		57,119		(289,216)
Net increase in funds held for customers	8,951		—		—
Effect of exchange rate changes on cash	(2,367)		855		(180)
Net cash (used in) provided by financing activities	(178,902)		36,236		41,165
Cash, cash equivalents and restricted cash, beginning of period	357,790		299,816		589,212
Net increase in cash, cash equivalents and restricted cash	50,869		82,299		57,119
Cash, cash equivalents and restricted cash, end of period	$	437,722	$	357,790	$	299,816
Effect of exchange rate changes on cash	1,655		(2,367)		855
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets
Cash, cash equivalents and restricted cash, beginning of period	437,722		357,790		299,816
Cash and cash equivalents at end of period	$	437,722	$	357,790	$	296,712
Cash, cash equivalents and restricted cash, end of period	$	490,246	$	437,722	$	357,790
Restricted cash, non-current at end of period included in other assets	—		—		3,104
Total cash, cash equivalents and restricted cash at end of period shown in the consolidated statements of cash flows	$	437,722	$	357,790	$	299,816
Supplemental disclosure of cash flow information
Cash paid for interest other than finance leases	$	25	$	4	$	94
Cash paid for income taxes, net of refunds received	2,674		859		700
Stock-based compensation capitalized for cloud-computing arrangement costs	104		296		256
Cash received for lease incentives	2,620		789		2,024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	1,874		1,953		2,017
Operating cash flows from operating leases	11,871		15,971		12,092
Financing cash flows from finance leases	2,221		2,054		1,906
Noncash investing and financing activities
Purchases of property and equipment included in accounts payable and accrued expenses at year end	1,638		754		1,472
Capitalized software development costs included in accounts payable and accrued expenses at year end	3,775		1,905		1,645
Deferred asset acquisition payment included in other current liabilities and other non-current liabilities at year end	1,400		1,405		—
Stock-based compensation capitalized for software development	13,235		9,421		8,562
Conversion of available-for-sale debt securities into equity securities	350		—		3,680
Right of use assets obtained in exchange for operating lease liabilities	(3,875)		15,385		10,198
Noncash net change due to operating lease remeasurement	(89)		(115)		(1,642)

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

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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.

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.

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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, ~~2024~~2025 and ~~2023~~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, ~~2024~~2025 and ~~2023~~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, ~~2024~~2025 and ~~2023~~2024, the Company'’s allowance for expected credit losses was $64.17 million and $46.81 million, respectively. No customer represented 10% or more of the consolidated accounts receivable balance as of December 31, ~~2024~~2025 and ~~2023~~2024. No single customer accounted for 10% or more of total revenue for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023.

~~The~~Funds ~~Company~~held ~~also~~for ~~had receivables related to its materials financing program that financed~~ customers’ purchases of construction materials on deferred payment terms. The related allowance recorded on the Company’s materials financing receivables was primarily based on expectations of credit losses based on a number of factors, such as the age of the receivables, historical loss data, and macroeconomic conditions that may affect a customer’s ability to pay. The Company ceased originations under its materials financing program in October 2023.

Funds held for customers 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, ~~2024~~2025 and ~~2023~~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.

~~From~~Restricted ~~time~~cash toconsists ~~time,~~of ~~the~~(i) ~~Company~~funds ~~may~~held ~~post~~for ~~cash~~customers ~~collateral~~relating to ~~satisfy~~Procore ~~certain~~Payment ~~contractual~~Services ~~arrangements~~and ~~that~~(ii) ~~arise~~cash incollateral ~~the~~required ~~normal~~by ~~course~~a ofbank ~~business~~for ~~and~~the ~~that~~Company’s iscorporate ~~contractually~~credit ~~restricted~~card ~~as to use~~program. ~~The~~As ~~Company held no restricted cash as~~ of December 31, ~~2024~~2025, ~~or 2023.~~

~~Marketable securities~~81

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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, 2024 and 2023 are classified as available-for-sale debt securities, which are recorded at fair value. The Company's marketable securities are classified as either short-term or long-term in the accompanying consolidated balance sheets based on the security's


Procore Technologies, Inc. Notes to Consolidated Financial Statements

~~contractual~~restricted ~~maturity~~cash atconsisted ~~the~~of ~~balance~~$9.0 ~~sheet~~million ~~date~~in funds held for customers and $0.6 million in restricted cash relating to corporate credit cards. The Company ~~re-evaluates~~records ~~such~~restricted ~~classification~~cash atin ~~each~~prepaid expenses and other current assets or in other assets in the accompanying consolidated balance ~~sheet~~sheets, ~~date~~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 ~~Mexico,~~ Egypt, ~~Singapore~~Norway, United Arab Emirates, ~~France,~~ Ireland, ~~Germany,~~ 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, ~~2024~~2025, ~~2023~~2024, and ~~2022~~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
Building improvements			Lesser of 20 years or lease term
Furniture and fixtures			5 years
Computers and equipment			3 years
Purchased software			Contractual term

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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.

Procore Technologies, Inc.Notes to Consolidated Financial Statements

ROU assets represent the Company’s right to control an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. 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, ~~2024~~2025 and ~~2023~~2024, the Company’s self-insurance accrual was $23.72 million and $32.37 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.

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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.

Procore Technologies, Inc.Notes to Consolidated Financial Statements

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.

~~Intangible assets and goodwill~~84

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All of the Company’s finite-lived intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from three to 10 years. The Company evaluates the recoverability of its finite-lived intangible assets periodically by considering events or changes in circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

The Company has an in-process research and development (“IPR&D”) intangible asset, which is considered indefinite-lived and is assessed annually for impairment. Upon completion of the project, the IPR&D intangible asset will be considered a finite-lived intangible asset and amortized over its estimated useful life. If the project were to be abandoned, the IPR&D would be considered fully impaired and recognized in research and development expenses within the accompanying consolidated statements of operations and comprehensive loss.


Procore Technologies, Inc. Notes to Consolidated Financial Statements

~~impaired.~~Intangible ~~Alternatively,~~assets ~~the~~and 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.

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, ~~2024~~2025 and ~~2023~~2024, the Company’s gross capitalized costs were $1113.52 million and $1011.35 million, respectively, and the related accumulated amortization was $46.8 million and $24.98 million, respectively. Capitalized amounts are included in prepaid expenses and other current assets and other assets on the accompanying consolidated balance sheets.

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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.

81As 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.

Procore Technologies, Inc.Notes to Consolidated Financial Statements

As of December 31, 2024 and 2023, 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.

Materials financing revenues and receivables

In connection with its acquisition of Express Lien, Inc. (d/b/a Levelset) (“Levelset”), in November 2021, the Company assumed a materials financing program to help facilitate the purchase of construction materials from fulfillment partners (the Company’s suppliers) on behalf of its customers, allowing such customers to finance their materials purchases from the Company on deferred payment terms. Prior to the Company ceasing originations under its materials financing program in October 2023, the fulfillment partner was primarily responsible for fulfilling the materials purchases and the Company did not have control over such materials. The Company earned revenues from origination fees and finance charges on the amounts it financed for customers on deferred payment terms, which were typically 120 days. Such fees earned were computed and recognized based on the effective interest method and are presented net of any related reserves and amortization of deferred origination costs. During the year ended December 31, 2024, credit losses incurred in connection with the Company's materials financing program were immaterial. During the year ended December 31, 2023, the Company incurred credit losses of $8.1 million in connection with its materials financing program, which are recorded in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.

As of December 31, 2024, there were no gross receivables outstanding from customers or allowance for credit losses related to the materials financing program. As of December 31, 2023, gross receivables under the materials financing program were $5.7 million, and the related allowance for expected credit losses was $3.8 million. Materials financing receivables, net of allowances, are recorded within prepaid expenses and other current assets on the accompanying consolidated balance sheets.

Revenue recognition

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.

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Procore Technologies, Inc. Notes to Consolidated Financial Statements

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. 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 ~~2024~~2025, ~~2023~~2024, and ~~2022~~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, ~~2024~~2025, the aggregate amount of the transaction price allocated to RPO was $1.36 billion, of which the Company expects to recognize approximately $~~829~~1.70 ~~million~~billion, or 6463%, as revenue in the next 12 months and substantially all of the remaining $~~456~~581.86 million between 12 and 36 months thereafter.

Procore Technologies, Inc.Notes to Consolidated Financial Statements

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 the Company has determined to be four years. 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.

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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,
	2024		2023		2022
	2025		2024		2023
Beginning balance	$	7381,~~282~~427	$	6473,~~077~~282	$	4264,~~919~~077
Additions	3999,~~699~~894		3739,~~243~~699		4137,~~750~~243
Amortization	(3146,~~554~~933)		(2831,~~038~~554)		(2028,~~592~~038)
Ending balance	$	81,427	$	73,282	$	64,077
Impairment	—		—		—
Ending balance	$	134,388	$	81,427	$	73,282

Cost of revenue

Cost of revenue primarily consists of personnel-related compensation expenses for the Company’s customer support team, including salaries, ~~benefits,~~ stock-based compensation, benefits, payroll taxes, commissions, and bonuses. Additionally, cost of revenue includes non-personnel-related expenses, such as third-party hosting costs, amortization of ~~acquired technology intangible assets, amortization of~~ capitalized software development costs related to the Company’s platform, amortization of acquired technology intangible assets, software license fees, and allocated overhead.

Operating expenses

The Company’s operating expenses consist of sales and marketing, research and development, and general and administrative expenses. For each of these categories of expense, personnel-related compensation expenses are the most significant component, which include salaries, stock-based compensation, commissions, benefits, ~~payroll taxes~~bonuses, and ~~bonuses~~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; ~~amortization of acquired customer relationship intangible assets;~~ contractor costs to supplement the Company’s staff levels; consulting services; amortization of acquired customer relationship intangible assets; and allocated overhead. Advertising costs are expensed as incurred. During the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, the Company incurred advertising costs of $6140.81 million, $4361.18 million, and $3743.21 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.

Procore Technologies, Inc.Notes to Consolidated Financial Statements

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

General and administrative

General and administrative expenses primarily consist of personnel-related compensation expenses for the Company’s information technology, human resources, finance, ~~legal~~executive, ~~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,; ~~including~~computer ~~acquisition-related~~software ~~transaction~~ expenses; costs associated with operating as a public company, including insurance costs, professional services, investor relations, and other compliance costs; property and use taxes; licenses, travel and entertainment costs; and allocated overhead.

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

The fair value of RSUs, PSUs, and RSAs is based on the estimated fair value of the Company’s common stock on the grant date. The fair value of MSUs is estimated on the grant date using a Monte Carlo simulation. The fair value of stock options and ESPP purchase rights is estimated on the grant date using the Black-Scholes option pricing model. For ~~awards~~RSUs, ~~that~~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 ~~awards~~PSUs, ~~that~~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.

Procore Technologies, Inc.Notes to Consolidated Financial Statements

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

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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 ~~will~~implemented ~~implement~~ 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 ~~Income~~Accounting ~~Tax~~for ~~Disclosure~~Internal-Use Software

In ~~December~~September ~~2023~~2025, the FASB issued ASU No. ~~2023~~2025-0906, ~~Income~~Intangibles ~~Taxes (Topic 740)~~ – ~~Improvements~~Goodwill toand ~~Income~~Other ~~Tax~~– ~~Disclosures~~Internal-Use Software (“ASU ~~2023~~2025-0906”). The new amendment ~~enhances~~modernizes ~~transparency~~the ~~and~~accounting ~~usefulness~~for ofsoftware ~~income~~costs ~~tax~~by ~~disclosures~~changing bythe ~~expanding~~timing ~~disclosures~~of inwhen an entity’s ~~income~~is ~~tax~~required ~~rate~~to ~~reconciliation~~start ~~table~~capitalizing software projects and ~~income~~requiring ~~taxes~~entities ~~paid~~to evaluate the uncertainties associated with software development activities. ASU ~~2023~~2025-0906 is effective for public business entities for fiscal years beginning after December 15, ~~2024~~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 of the adoption of ASU ~~2023~~2025-0906 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

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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

Procore Technologies, Inc.Notes to Consolidated Financial Statements

Marketable securities consisted of the following as of December 31, 2023 (in thousands):

	Amortized Cost		GrossUnrealizedGains		GrossUnrealizedLosses		Fair Value
U.S. treasury securities	$	128,479	124		$	(27)	$	128,576
Commercial paper	47,415		1		(35)		47,381
Corporate notes and obligations	139,747		61		(128)		139,680
Time deposits	4,525		—		(1)		4,524
Total marketable securities	$	320,166	$	186	$	(191)	$	320,161

The following table summarizes the estimated fair value of investments classified as marketable securities by contractual maturity date (in thousands):

	December 31,
	2024		2023
	2025		2024
Due within 1 year	$	~~337~~287,~~673~~802	$	~~320~~337,~~161~~673
Due in 1 to 2 years	4642,~~042~~529		—46,042
Total marketable securities	$	~~383~~330,~~715~~331	$	~~320~~383,~~161~~715

During the year ended December 31, ~~2024~~2025, there were maturities and sales of marketable securities of $~~440~~409.52 million. ~~There~~and ~~were~~$2.7 ~~no sales of marketable securities during the year ended December 31~~million, ~~2024~~respectively. During the year ended December 31, ~~2023~~2024, there were maturities of marketable securities of $~~372~~440.25 million. There were ~~$5.5~~no ~~million~~ sales of marketable securities during the year ended December 31, ~~2023~~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, ~~2024~~2025 and ~~2023~~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

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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

87Strategic 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.

Procore Technologies, Inc.Notes to Consolidated Financial Statements

Strategic investment activity during the year ended December 31, 2023 is summarized as follows (in thousands):

	Equity Securities		Limited Partnerships		Available-for-Sale DebtSecurities		Total
Balance as of December 31, 2022	$	7,286	$	3,402	$	355	$	11,043
Interest accrued	—		—		7		7
Purchases of strategic investments	—		764		—		764
Unrealized gains (losses)	68		(180)		—		(112)
Impairment losses	(175)		—		—		(175)
Balance as of December 31, 2023	$	7,179	$	3,986	$	362	$	11,527

Strategic investments are recorded in other assets in the accompanying consolidated balance sheets. As of December 31, 2024, in connection with the Company’s investments in limited partnerships, it has a contractual obligation to provide additional investment funding of up to $6.7 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

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	303,452	$	—	$	—	$	303,452
Marketable securities:
U.S. treasury securities	128,576		—		—		128,576
Commercial paper	—		47,381		—		47,381
Corporate notes and obligations	—		139,680		—		139,680
Time deposits	—		4,524		—		4,524
Strategic investments:
Investments in available-for-sale debt securities	—		—		362		362
Total	$	432,028	$	191,585	$	362	$	623,975

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Procore Technologies, Inc. Notes to Consolidated Financial Statements

5.PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):

	December 31,
	2024		2023
	2025		2024
Leasehold improvements	$	3853,~~715~~598	$	2945,~~681~~026
Building improvements	6,311		6,311
Furniture and fixtures	10,650		11,579
Furniture and fixtures	11,579		12,146
Computers and equipment	31,551		29,212
Computers and equipment	29,212		22,177
Purchased software	1,964		1,660
Purchased software	1,660		928
Property and equipment	97,763		87,477
Property and equipment	87,477		71,243
Less: accumulated depreciation and amortization	(49,139)		(43,885)
Less: accumulated depreciation and amortization	(43,885)		(34,985)
Property and equipment, net	$	48,624	$	43,592
Property and equipment, net	$	43,592	$	36,258

Depreciation and amortization expense was $1113.7 9 million, $11.87 million, and $11.18 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~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 1014 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,

2024

2023

2022

2025

2024

2023

Finance lease cost:

Amortization of right of use assets

21,~~645~~804

2,~~672~~645

2,~~705~~672

Interest on lease liabilities

1,~~874~~112

1,~~953~~874

21,~~017~~953

Operating lease cost

138,~~264~~399

1413,~~620~~264

1114,~~526~~620

Short-term lease cost

~~742~~567

~~1,344~~742

~~674~~1,344

Variable lease cost

53,~~038~~160

45,~~821~~038

54,~~667~~821

Total lease cost

2315,~~563~~042

2523,~~410~~563

2225,~~589~~410

8993

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Procore Technologies, Inc. Notes to Consolidated Financial Statements

Supplemental information related to leases is as follows (in thousands):

	December 31,
	2024		2023
	2025		2024
Operating Leases
Operating right of use assets	$	2836,~~790~~024	$	4428,~~141~~790
Amount included within other current liabilities	35,~~746~~019		103,~~399~~746
Operating lease liabilities, non-current	3245,~~697~~855		3732,~~923~~697
Total operating lease liabilities	$	3650,~~443~~874	$	4836,~~322~~443
Finance Leases
Finance right of use assets	$	3119,~~727~~619	$	3431,~~375~~727
Amount included within other current liabilities	21,~~228~~771		2,~~019~~228
Finance lease liabilities, non-current	4126,~~352~~557		4341,~~581~~352
Total finance lease liabilities	$	4328,~~580~~328	$	4543,~~600~~580

	December 31,
	2024		2023		2022
	2025		2024		2023
Weighted-average remaining lease term (in years)
Finance leases	1211.2		1312.2		1413.2
Operating leases	810.92		58.59		65.65
Weighted-average discount rate
Finance leases	43.2180	%	4.21	%	4.2021	%
Operating leases	6.1004	%	36.5810	%	23.8958	%

Maturities of lease payments, net of tenant improvement reimbursement, for leases where the lease commencement date commenced on or prior to December 31, ~~2024~~2025 are as follows (in thousands):

Years Ending December 31,	Operating		Finance		Total
2025	$	(3,157)	$	4,013	$	856
2026	$	5,900	$	2,817	$	8,717
2026	3,156		4,126		7,282
2027	3,669		2,804		6,473
2027	5,291		4,288		9,579
2028	7,479		2,870		10,349
2028	6,738		4,424		11,162
2029	5,677		2,956		8,633
2029	5,398		4,512		9,910
2030	6,204		3,045		9,249
Thereafter	3745,~~258~~187		3520,~~021~~697		7265,~~279~~884
Total lease payments, net of tenant improvement reimbursement	$	5474,~~684~~116	$	5635,~~384~~189	$	~~111~~109,~~068~~305
Less imputed interest	(1823,~~241~~242)		(126,~~804~~861)		(3130,~~045~~103)
Total	$	3650,~~443~~874	$	4328,~~580~~328	$	8079,~~023~~202

During the year ended December 31, ~~2024~~2025, the Company modified one of its office leases in ~~Austin~~Carpinteria, ~~Texas~~California to ~~extend~~reduce the ~~lease~~leased ~~terms~~premises and ~~adjust~~waive the ~~rent~~intent ~~obligations,~~to ~~which~~exercise ~~resulted~~a in10-year anrenewal ~~increase~~option, ofresulting ~~$10.7 million~~ in ~~future~~a ~~rent~~reclassification ~~commitments~~ from ~~the~~a ~~modification~~financing ~~date~~lease ~~through~~to ~~2036~~an operating lease. In ~~February 2025~~addition, the Company ~~further~~ 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 ~~additional~~increase of $2239.05 million in future rent commitments, net of tenant improvement reimbursement, ~~starting~~from in 2025. ~~Total~~through operating lease commencements and modifications during the period resulted in net decreases to right of use assets–operating leases and corresponding operating lease liabilities on the accompanying consolidated balance sheets of $42038.~~0 million and $4.3 million, respectively, which primarily relate to the modified lease in~~

9094

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Procore Technologies, Inc. Notes to Consolidated Financial Statements

~~Texas~~As of December 31, 2025, operating lease payments for leases greater than one month, but less than 12 months in duration were not significant. ~~These~~As ~~decreases~~of toDecember 31, 2025, the ~~asset~~Company ~~and~~had ~~liability~~outstanding ~~were~~letters ~~primarily~~of ~~due~~credit tototaling ~~higher~~approximately ~~discount~~$7.6 ~~rates~~million inon ~~2024~~an asunsecured ~~compared~~basis to ~~the~~secure ~~original~~various ~~lease~~leased ~~commencement~~office ~~periods,~~facilities ~~and~~in ~~tenant~~the ~~improvement~~U.S. ~~allowances~~and Australia.

As of December 31, 2024, operating lease payments for leases greater than one month, but less than 12 months in duration were not significant. As of December 31, 2024, the Company had outstanding letters of credit totaling approximately $4.3 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.

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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 ~~indemnities~~covenants, and satisfaction of indemnity obligations. $3.8 million of the escrow amount was included in the purchase consideration and iswas ~~scheduled to be~~ released from escrow to Intelliwave stockholders 18in ~~months~~December ~~after the acquisition date (subject to any indemnification claims)~~2025. The ~~remaining~~other $0.5 million of the escrow amount was released in February 2025.

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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 ~~measurement~~purchase ~~period~~price accounting for ~~the~~this ~~valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the~~ acquisition ~~date becomes available, but does not exceed 12 months. The purchase price allocation~~ is ~~subject to future adjustments~~final. ~~During the year ended December 31, 2024, the Company recorded a measurement period adjustment which did not have a material impact on goodwill.~~

Procore Technologies, Inc.Notes to Consolidated Financial Statements

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 ~~ten~~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 ~~will~~were scheduled to vest upon the achievement of certain integration milestones. The total grant date fair value of the PSUs and RSUs was excluded from purchase consideration and is recognized as post-combination expense. See Note 10 ~~to these consolidated financial statements for details on how the Company expenses stock-based compensation.~~

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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.

~~During~~No ~~the~~impairments ~~year ended December 31, 2023, the Company completed the acquisition~~ of all outstanding equity of Unearth Technologies Inc. for $9.2 million. The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the gross assets acquired were concentrated in a single identifiable asset. The acquired developed technology intangible asset has an estimated useful life of five years, and the amortization expense is recorded in cost of revenue on the accompanying consolidated statements of operations and comprehensive loss. The Company also acquired a $2.8 million IPR&D ~~intangible~~were ~~asset, which was capitalized as an indefinite-lived intangible asset and~~ recorded induring ~~intangible~~any ~~assets~~period ~~within the accompanying consolidated balance sheet~~presented.

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

Procore Technologies, Inc.Notes to Consolidated Financial Statements

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

	December 31, 2024
	December 31, 2025
	GrossCarryingAmount		AccumulatedAmortization		NetCarryingAmount		Weighted-Average Remaining Useful Life(Years)
Developed technology	$	~~185~~212,~~947~~463	$	(95127,~~216~~638)	$	9084,~~731~~825	43.08
Customer relationships	7175,~~050~~950		(4355,~~683~~411)		2720,~~367~~539		46.94
Total finite-lived intangible assets	~~256,997~~$	288,413	~~(138,899)~~$	(183,049)	~~118,098~~$	105,364	4.23
In-process research and development	2,848				2,848
Total intangible assets	$	259,845	$	(138,899)	120,946

December 31, 2023

December 31, 2024

GrossCarryingAmount

AccumulatedAmortization

NetCarryingAmount

Weighted-Average Remaining Useful Life(Years)

Developed technology

~~166~~185,~~453~~947

(6795,~~221~~216)

9990,~~232~~731

4.30

Customer relationships

6671,~~350~~050

(3043,~~884~~683)

3527,~~466~~367

4.29

Total finite-lived intangible assets

~~232~~256,~~803~~997

(98138,~~105~~899)

~~134~~118,~~698~~098

4.32

In-process research and development

2,848

—

2,848

Total intangible assets

~~235~~259,~~651~~845

(98138,~~105~~899)

~~137~~120,~~546~~946

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):98

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	Year Ended December 31,
	2024		2023		2022
Cost of revenue	$	25,437	$	22,396	$	22,428
Sales and marketing	12,700		12,425		12,425
Research and development	2,657		2,757		3,528
Total amortization of acquired finite-lived intangible assets	$	40,794	$	37,578	$	38,381


Procore Technologies, Inc. Notes to Consolidated Financial Statements

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,
2025	$	38,776
2026	$	29,995
2026	24,198
2027	27,686
2027	23,354
2028	24,048
2028	19,715
2029	8,157
2029	4,752
2030	7,084
Thereafter	78,~~303~~394
Total	$	~~118~~105,~~098~~364

Goodwill

The following table presents the changes in carrying amount of goodwill (in thousands):

	Year Ended December 31,
	2024		2023
	2025		2024
Beginning balance	$	~~539~~549,~~354~~651	$	539,~~128~~354
Additions	1123,~~333~~706		—11,333
Other adjustments, net (1)	~~(1,036)~~726		~~226~~(1,036)
Ending balance	$	~~549~~574,~~651~~083	$	~~539~~549,~~354~~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.

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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,
	2024		2023
	2025		2024
Gross carrying amount	$	~~205~~285,~~158~~514	$	~~143~~205,~~403~~158
Accumulated amortization	(92143,~~837~~286)		(6092,~~358~~837)
Net capitalized software costs (1)	$	~~112~~142,~~321~~228	$	83112,~~045~~321

(1) As of December 31, ~~2024~~2025 and ~~2023~~2024, the above balances include $95.75 million and $129.57 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 $2948.38 million, $1729.63 million, and $1017.6 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~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 $31.26 million and $13.72 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, and is recorded in operating expenses within the accompanying consolidated statements of operations and comprehensive loss.

During ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, the Company recorded expense for certain software development costs of $0.48 million, $0.4 million, and $0.34 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.

94The 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):

Procore Technologies, Inc.Notes to Consolidated Financial Statements


Years Ending December 31,
2026	$	69,439
2027	54,907
2028	17,626
2029	245
2030	11
Total	$	142,228

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, 2024 (in thousands):

Years Ending December 31,
2025	$	53,557
2026	44,574
2027	13,115
2028	897
2029	162
Thereafter	16
Total	$	112,321

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,
	2024		2023
	2025		2024
Accrued bonuses	$	2849,~~878~~706	$	3128,~~786~~878
Accrued commissions	1730,~~885~~417		1617,~~494~~885
Accrued salary, payroll tax, and employee benefit liabilities	2532,~~210~~173		3625,~~171~~210
Other accrued expenses	1617,~~767~~984		1516,~~624~~767
Total accrued expenses	$	88130,~~740~~280	$	~~100~~88,~~075~~740

100

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Procore Technologies, Inc. Notes to Consolidated Financial Statements

11.COMMITMENTS AND CONTINGENCIES

Purchase commitments

As of December 31, ~~2024~~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,
2025	$	28,676
2026	$	63,034
2026	15,815
2027	48,007
2027	4,759
2028	12,268
2028	2,558
Total	$	123,309
Thereafter	—
Total	$	51,808

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.

95Indemnification

~~Procore~~In ~~Technologies~~the ordinary course of business, ~~Inc~~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.~~Notes~~ These indemnification provisions may survive termination of the underlying agreement, and the maximum potential amount of future payments the Company could be required to ~~Consolidated~~make ~~Financial~~under ~~Statements~~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.

Indemnifications

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of its breach of such agreements, breaches of confidentiality or data protection requirements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. 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.~~STOCK-BASED~~STOCKHOLDERS’ ~~COMPENSATION~~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, ~~2023~~2024, a total of 4451,~~622~~863,~~937~~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, ~~2024~~2025, the number of shares of common stock that may be issued under the 2021 Plan increased by an additional 7,~~240~~492,~~323~~656 shares. As a result, as of December 31, ~~2024~~2025, a total of 5159,~~863~~355,~~260~~916 shares of common stock are authorized for issuance under the 2021 Plan. As of December 31, ~~2024~~2025, a total of 3237,~~973~~151,~~402~~634 shares of common stock were available for issuance under the 2021 Plan. No stock options have been issued under the 2021 Plan.

101

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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, ~~2024~~2025 (aggregate intrinsic value in thousands):

	Numberof Shares	Weighted-AverageExercisePrice		Weighted-AverageRemainingContractualLife	AggregateIntrinsicValue
Outstanding at December 31, 2023	4,340,052	$	12.57	4.1	$	245,884
Outstanding at December 31, 2024	3,152,158	$	12.29	3.2	$	198,832
Exercised	(1,~~187~~087,~~141~~885)	1310.2986
Canceled/Forfeited	(753)	19.18
Outstanding at December 31, 2025	2,064,273	13.05		2.4	125,345
Outstanding at December 31, 2024	3,152,158	12.29		3.2	198,832
Exercisable at December 31, 2025	2,064,273	$	13.05	2.4	$	125,345
Exercisable at December 31, 2024	3,152,158	$	12.29	3.2	$	198,832

96The 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.

Procore Technologies, Inc.Notes to Consolidated Financial Statements

The intrinsic value of options exercised during the years ended December 31, 2024, 2023, and 2022 was $67.6 million, $66.7 million, and $75.1 million, respectively. As of December 31, 2024, 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 ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023 was $~~318~~274.43 million, $~~238~~318.84 million, and $~~323~~238.08 million, respectively.

The following table summarizes the RSU activity during the year ended December 31, ~~2024~~2025:

	Number ofShares	Weighted-Average GrantDate Fair Value
Unvested at December 31, 2023	7,382,073	$	59.35
Granted	4,352,805	73.14
Vested	(3,359,397)	61.54
Canceled/Forfeited	(1,304,038)	64.81
Unvested at December 31, 2024	7,071,443	$	65.85
Granted	3,991,531	68.97

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