PCOR 10-K & 10-Q changes, risk factors and insider trading

We have experienced rapid growth in prior periods. Our revenue was $1,151.7$1.3 millionbillion in 2025, $1.2 billion in 2024, $950.0and million$1.0 billion in 2023, and $720.2 million 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 theour evolution of ourevolved 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 expandevolve our App Marketplace with additionalnew integrationsofferings 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.

We have a history of losses, and we may not achieve or maintain profitability in the future. We incurred net losses of $100.8 million in 2025, $106.0 million in 2024, and $189.7 million in 2023, and $286.9 million in 2022.2023. As of December 31, 2024,2025, we had an accumulated deficit of $1.2$1.3 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,teams 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.

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 products and platform; and the development and awareness of our brand.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 productsproducts, services, pricing, and servicespackaging or changes to existing productsproducts, services, pricing, and services,packaging, we may incorrectly calculate such risks or assume undue risks with respect to such products.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.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 harmmaterially adversely affect our business.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 businessbusiness, mayfinancial 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 serviceservice, 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'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.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, including through the evolution of our GTM operating model.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 substantial time and resources on our sales and marketing efforts without any assurance that our efforts will result in a sale. We expect that we will continue to need intensive sales and marketing efforts to educate prospective customers about the uses and benefits of our construction management software and services, and we may have difficulty convincing prospective customers of the value of adopting our products and services. We plan to continue expanding our sales force, both domestically and internationally. Identifying, recruiting, and training qualified sales representatives is time-consuming and resource-intensive, and they may not be fully 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 of our products and services, they may decide not to purchase our products and services 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.

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 ourthe 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.

•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;

•political and economic instability, including as a result of the Russia-Ukraine war and theother Israel-Hamasinternational war,conflicts, and a shifting and uncertain geopolitical landscape;

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.

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 similarAny third-party software-induced interruptions to our operations, whichsuch as software issues that affect our operating systems, 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.

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 Mr.Dr. CourtemancheGopal or one or more of our key personnel orother 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, 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 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.

In the U.S., federal, state, and local governments have enactedenacted, 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 enactedenacted, and may in the future enact, comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices andnotices, affording residents with certain rights concerning their personal data, and stricter requirements for processing certain personal data. As applicable, suchSuch 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. CertainFor statesexample, alsothe imposeCCPA stricterrequires requirementsbusinesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights. The CCPA provides for processingadministrative 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,data. Our inability or failure to obtain such consents could result in adverse consequences, including sensitiveclass information,action suchlitigation asand conductingmass arbitration demands. Additional data privacy impactand assessments. These statesecurity laws allowhave foralso statutorybeen finesproposed forat noncompliance.the federal, state, and local levels in recent years, which could complicate compliance efforts.

As 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 European Union’s (“EU”)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 4% of annual global revenue, whichever is greater, for certain violations. Similarly, under the U.K.’s GDPR, government regulators may impose fines of up to 17.5 million pounds sterlingsterling, respectively, or (2) 4% of annual global turnover, whichever is greater, for certain violations.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'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 related provincial laws, as well as Canada’s Anti-Spam Legislation, applies to our operations,operations. as doesSimilarly, Australia’s Privacy Act 1988. We also have operations in Singapore and the UAE, which means that we may be subject to1988, Singapore’s Personal Data Protection Act andAct, the UAE’s Federal Data Protection Law No. 45 of 2021, respectively. In addition,and Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais) (Law No. 13,709/2018), which appliesalso apply to our operations, broadly regulates processing personal data of individuals in Brazil and imposesimpose compliance obligations and penalties that are comparable to those of the EU’s GDPR. In addition, India’s new privacy legislation, the Digital Personal Data Protection Act,Act and its implementing regulations, which provide for penalties of up to 2.5 billion Indian rupees for violations, may also apply to our operations.

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 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 measuresmechanisms 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.

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 whichwhom we relywork 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,including 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,including 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.

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.

We, the third parties with which we work, and our customers are subject to a variety of evolving threats, including, but not limited to,including social-engineering attacks (including through deep fakes, which may be increasingly difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential harvesting, personnel misconduct or error, break-ins, ransomware attacks, supply chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other IT assets, adware, telecommunications failures, attacks enhanced or facilitated by AI, and other similar threats. Our products and services may also be subject to fraudulent usage and schemes, including from third parties accessing customer accounts or viewing data from our platform. In addition, remote work has become more common and has increased risks to our IT systems and data, as more of our employees utilize network connections, computers, and devices outside our premises or network, including working at home, while in transit, and in public locations.

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-connectedconnected 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 thea critical system of record and collaboration for the construction industry. We are also continuingcontinue to develop other programsproducts and services to address related challenges faced by the construction industry’s key stakeholders. Adoption of ourOur products, services, and platform helpshelp our customers increase productivity and efficiency, reduce rework and costly delays, improve safety and compliance, and enhance financial transparency and accountability.

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,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,users. meaningWe wetypically do not charge a per-seat or per-user fee.fee, Customersmeaning 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 products on a per-user basis to certain of our owner customers who have preferred to purchase access on a per-user basis. Customers typicallyare 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. Although we do not charge a per-seat or per-user fee, multipleMultiple 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 andwhile allowsallowing us to receive revenue from multiple customers on the same project.project independent of seat count.

To support these efforts, in July 2024 we began to evolveevolved 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.model. We are also addingadded new product and technical specialists to our GTM teams,teams whoto we believe can add value for our customers by matchingmatch the evolving needs of our customers’ diverse buyer personas with our products and services, and helpingto help our customers understand and implement the full potential of our platform. Evolving our GTM operating model involvesrequired new investment, particularlyinvestment as we increaseincreased our sales headcount, rampramped and investinvested in additional enablement for our sales teams, and addadded the new specialists to our teams. We believe that these investments have allowed, and will allowcontinue 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,customers. someWe ofhave whomseen, and may continue to face macroeconomic and other pressures that have negatively impacted their spending decisions. We anticipatesee, some disruptions and adverse impacts to our financial and operating results in the near-term as we invest in andconnection implementwith the evolved GTM operating model. Over the longer term, if we fail to successfully implement, or realize the benefits of,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 2,710, 2,333, 2,008, and 1,5762,008 as of December 31, 2025, 2024, 2023, and 2022,2023, respectively, reflecting year-over-year growth rates of 16% in 20242025 and 27%16% in 2023.2024. Customers that contributed more than $100,000 of ARR represented 66%, 63%, 60%, and 57%60% of total ARR in each of the annual periods ending December 31, 2025, 2024, 2023, and 2022,2023, respectively. The number of customers that contributed more than $1,000,000 of ARR was 115, 86, 62, and 4762 as of December 31, 2025, 2024, 2023, and 2022,2023, respectively, reflecting year-over-year growth rates of 34% in 2025 and 39% in 2024 and 32% in 2023.2024. Customers that contributed more than $1,000,000 of ARR represented 20%, 17%, 14%, and 12%14% of total ARR in each of the annual periods ending December 31, 2025, 2024, 2023, and 2022,2023, respectively. As of December 31, 2025, 2024, 2023, and 2022,2023, the number of customers on our platform was 17,850, 17,088, 16,367, and 14,488,16,367, respectively, reflecting year-over-year growth rates of 4% in 20242025 and 13%4% 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.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.

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, 20242025 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.

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.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-frontupfront commitments from these customers.

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. However, as our average contract duration continues to lengthen due to increased purchases of multi-year subscriptions, our cRPO growth rate may not directly correlate with our actual or expected revenue growth in current or future periods. cRPO increased by $179.6 million in 2025 and $131.4 million in 2024 and $137.1 million in 2023,2024, representing a year-over-year growth rate of 22% in 2025 and 19% in 20242024. During 2025, approximately 41% of the increase was attributable to existing customers and 24%59% inwas 2023. We believe that macroeconomic factors have resulted in cautious customer spending, contributingattributable to anew declinecustomers inacquired during the cRPO annual growth rate.year. During 2024, approximately 26% of the increase was attributable to existing customers and 74% was attributable to new customers acquired during the year. During 2023, approximately 34% of the increase was attributable to existing customers and 66% 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.

We plan to continue to invest in technology innovation and product developmentdevelopment, 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.

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% andfor 14%both forof the years ended December 31, 20242025 and 2023, respectively.2024. 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 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 and geopolitical events that impact the construction industry, such as elevated inflation and responses by governments to address it, higherchanging interest rates than we've seen in recent history,rates, 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.

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, evolvesupport 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.

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 severancepayroll 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 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 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,levels; computer software expenses; consulting services,services; amortization of certain acquired intangible assets used in research and development activities,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 expenses primarily consist of personnel-related compensation expenses for our IT,information technology, human resources, finance, executive, legal, executive, 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,services; includingcomputer acquisition-related transactionsoftware 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,licenses; travel,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,revenue as our business continues to grow, including in relation to our international expansion.

Other Expense,Income (Expense), Net

Other expense,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.

In 2024,2025, our revenue increased by $201.7$170.8 million, or 21%,15%, compared to 2023,2024, of which approximately 64%49% was attributable to revenue from existing customers and approximately 36%51% was attributable to revenue from new customers acquired during 2024.2025. The increase in revenueRevenue from existing customers includes the net benefit of a full year of subscription revenue in 20242025 from customers that were newly acquired in 20232024 and continued their subscriptions in 2024,2025, and customers that expanded their subscriptions in 20242025 through the purchase of additional construction volume or products and services.

The increase in cost of revenue during 20242025 was primarily attributable to an increase of $13.7$31.4 million in amortizationpersonnel-related expenses, including increases of capitalized$27.1 softwaremillion developmentin costs.salaries and wages and $4.1 million in stock-based compensation expense. The increase in cost of revenue was also attributable to a $9.6$18.6 increase in amortization of capitalized software development costs, a $11.8 million increase in third-party cloud hosting and related services as we grow our customer base; a $4.1 million increase in personnel-related expenses, including increases of $2.7 million in salaries and wages, $0.9 million in stock-based compensation expense, and $0.3 million in severance costs incurred related to the restructuring event in January 2024;base, and a $3.0$4.4 million increase in amortization of developed technology intangible assets. OurWe increased our cost of revenue headcount remainedby consistent21% since December 31, 2023,2024, as we continue to focusinvest onadditional improvingresources 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.

The increase in generalsales and administrativemarketing expenses during 20242025 was primarily attributable to an increase of $19.2 million$43.3 in personnel-related expenses, including increases of $9.4$27.3 million in salaries and wages,wages $8.9and $16.2 million in stock-based compensation expense, and $0.8 million in severance costs incurred related to the restructuring event in January 2024.expense. The increase in generalsales and administrativemarketing expenses was also attributable to a $10.3$10.8 million increase in professional fees, including contractors to support our staff levels and professional service fees to support our corporateGTM strategicoperating initiatives; a $2.6 million increase in computer software expenses; and a $1.8 million increase in travel-related costs.model. The increases in generalsales and administrativemarketing expenses were partially offset by a $7.1$21.7 million decrease in badmarketing debtevents expensesand primarilyexpenses, relatingand toa the$1.0 receivablesmillion fromdecrease in amortization of customer relationship intangible assets. We decreased our materials financing business, which we ceased originations under in the fourth quarter of 2023. We increased our generalsales and administrativemarketing headcount by 2%4% since December 31, 20232024 as we moved a portion of headcount to cost of revenue roles in order to continue to support the efficiency of other departments and the growth of our business.GTM operating model.

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

During 2024,2025, our interest income increaseddecreased by $3.9$2.8 million due to ana increasedecrease in the balances of our money market funds, cash savings accounts, and marketable securities; accretion income, net increaseddecreased by $3.8$5.3 million due to ana increasedecrease in the balances of our marketable securities; and other expense,income (expense), net increasedflipped 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.

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

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 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.

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

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 tenantcommitments improvementconsisting reimbursements benefit fromof operating leaseslease obligations of $3.2$5.9 million, and net contractual commitments consisting of finance lease obligations of $4.0$2.8 million and non-cancelable purchase commitments of $28.7$63.0 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 $1.2$1.3 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 $57.8$68.2 million, finance lease obligations of $52.4$32.4 million, and non-cancelable purchase commitments of $23.1$60.3 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.

•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 decreaseincrease in accrued expenses and other liabilities primarily due to thepersonnel-related sizeexpenses and timing of bonus accruals, payroll accruals, and cash payments to our vendors;

Net cash used in investing activities of $150.1$70.5 million in 20242025 consisted of cash outflows for purchases of marketable securities of $491.5$351.5 million, capitalized software development costs of $49.5$65.7 million, business combinations of $25.9$41.5 million, purchases of property and equipment of $19.1$18.1 million, asset acquisitions of $3.8$3.5 million, and purchases of strategic investments of $2.4$2.2 million. Such outflows were partially offset by $440.5$409.2 million in maturities of marketable securities and $1.6$2.7 million in sales of customermarketable repayments for materials financing.securities.

Net cash used in investing activities of $76.1$150.1 million in 20232024 consisted of purchases of marketable securities of $402.4$491.5 million, capitalized software development costs of $34.7$49.5 million, originationsbusiness for materials financingcombinations of $24.0$25.9 million, purchases of property and equipment of $10.3$19.1 million, and asset acquisitions of $7.8$3.8 million, and purchases of strategic investments of $2.4 million. Such outflows were partially offset by $372.2$440.5 million ofin maturities of marketable securities, $26.2and $1.6 million ofin customer repayments for materials financing, and $5.5 million in sales of marketable securities.financing.

Net cash provided by financing activities ofwas $36.2 million in 20242024, which primarily consisted of $24.1 million in proceeds from employee purchases under theour ESPP and $15.7 million in proceeds from stock option exercises,exercises. Such inflows were partially offset by $2.0 million in payments on our finance lease obligations and $1.5 million in deferred business combination consideration.

On OctoberNovember 29,3, 2024,2025, our Board authorized a new stock repurchase program to repurchase up to $300.0 million of our outstanding common stock.stock (the "2025 Stock Repurchase Program"). 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 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 OctoberNovember 29,3, 2025,2026, 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 duringDuring the year ended December 31, 2024.2025, 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.

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K,below, together with all of the other information contained in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes thereto, before making a decision to invest in our common stock. There have been no material changes described in Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K. The risks and uncertainties described in Part I, Item 1A, “Risk Factors” in our 2025 Form 10-Kbelow 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.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K dated February 24, 2026 (our “2025 Form 10-K.10-K”). You should review the disclosures under the section titled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and under Part I, Item 1A, “Risk Factors” in our 2025 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.

To support these efforts, beginning in 2024 and continuing through 2025, we evolved our GTM operating model by, among other things, transitioning to a general manager model.model, We addedadding new product and technical specialists to our GTM teams toand, 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 increasedincreasing our sales headcount, ramped and invested in additional enablement for our sales teams, and added the new specialists to our teams.headcount. 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 have seen, and may continue to see, some disruptions and adverse impacts to our financial and operating results in the near-term in connection with the evolved GTM operating model.model Overwill theimprove longerour term,long-term operating efficiency, best position us for sustainable long-term growth, and enhance our ability to capture our market opportunity. However, if we failare not able to realize the benefits of our evolved GTM operatingthis 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 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 annual recurring revenue ("“ARR"”), which increased from 2,4182,517 as of MarchJune 31,30, 2025 to 2,7952,871 as of MarchJune 31,30, 2026, reflecting a year-over-year growth rate of 16%.14%. The number of customers that contributed more than $100,000 of ARR represented 68% and 64% of our total ARR as of June 30, 2026 and 2025, respectively. As of June 30, 2026, 59%, 26%, and 15% of our ARR was generated from general contractors, owners, and specialty contractors, respectively. All aforementioned customer countscounts, and the customer ARR mix exclude customers acquired from business combinations that do not have standard Procore annual contracts.

In addition, our gross retention rate (“GRR”) was 95% as of both MarchJune 31,30, 2026 and MarchJune 31,30, 2025. 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. We believe that GRR is a key metric to understand our ability to retain our customer base, to evaluate whether our products and platform are addressing our customers’ needs throughout the year.

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. However, as our average contract duration continues to lengthen due to increased purchases of multi-year subscriptions, our cRPO growth rate may not directly correlate with our actual or expected revenue growth in current or future periods. As of MarchJune 31,30, 2026, cRPO increased by $176.9$193.0 million, or 21%,22%, year-over-year. Approximately 41%42% of the increase was attributable to existing customers and 59%58% was attributable to new customers acquired during the twelve months ended MarchJune 31,30, 2026. We expect RPO to change from period to period primarily due to the size, timing, and duration of new customer contracts and customer renewals.

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 Toric Labs, Inc. (d/b/a Datagrid), a leader in agentic AI solutions for the construction industry, to accelerate our AI strategy, and in January 2025, we acquired Novorender AS, a leader in advanced building information modelmodeling rendering technology, to enhance our capabilities for large-scale construction projects. In addition, in July 2026, we entered into the DroneDeploy Merger Agreement to acquire DroneDeploy, a leader in reality capture and robotic automation. 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 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.

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, United Arab Emirates (“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% for both of the threesix month periodsmonths ended MarchJune 31,30, 2026 and 2025. 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.

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 bonuses.payroll taxes.

General and administrative expenses primarily consist of personnel-related compensation expenses for our finance, human resources, information technology, legal, executive, and other administrative functions. Additionally, general and administrative expenses include non-personnel-related expenses, such as professional fees for legal, audit, tax, and other external consulting services; computer software 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,revenue as our business continues to grow, including in relation to our international expansion.

Other (Expense)Income Income,, Net

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

*Includes amortization of capitalized stock-based compensation of $3.5$3.8 million and $2.7$2.8 million, respectively, for the three months ended MarchJune 31,30, 2026 and 2025; and $7.3 million and $5.6 million, respectively, for the six months ended June 30, 2026 and 2025; which was initially capitalized as capitalized software and cloud-computing arrangement implementation costs.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

During the three months ended MarchJune 31,30, 2026, our revenue increased by $48.7$51.3 million, or 16%, compared to the three months ended MarchJune 31,30, 2025, of which approximately 87%88% was attributable to revenue from existing customers and approximately 13%12% was attributable to revenue from new customers acquired during the three months ended MarchJune 31,30, 2026. The increase in revenue from existing customers includes the net benefit of a full quarter of subscription revenue in the firstsecond quarter of 2026 from customers that were newly acquired or expanded their subscriptions between the beginning of the firstsecond quarter of 2025 and the end of the fourthfirst quarter of 20252026 and continued or expanded their subscriptions, as applicable, in the firstsecond quarter of 2026.

The increase in cost of revenue during the three months ended MarchJune 31,30, 2026 was primarily attributable to an increase of $3.8$4.4 million in amortization of capitalized software development costs. The increase in cost of revenue was also attributable to a $1.0$2.6 million increase in third-party cloud hosting and related services as we grow our customer base;base. andWe aincreased $0.9 million increase in personnel-related expenses for salaries and wages. Ourour cost of revenue headcount remainedby relatively consistent2% since MarchJune 31,30, 2025.

The increase in sales and marketing expenses during the three months ended MarchJune 31,30, 2026 was primarily attributable to an increase of $12.6$5.5 million in personnel-related expenses, including increases of $7.4$5.1 million in salaries and wages and $5.6$0.6 million in stock-based compensation expense. The increases in sales and marketing expenses were partially offset by a $2.2$2.4 million decrease in amortization of customer relationship intangible assets due to certain customer relationship intangible assets becoming fully amortized in 2025;Q4 and a $1.8 million decrease in professional fees for temporary contractor labor .2025. We decreased our sales and marketing headcount by 5%4% since MarchJune 31,30, 2025.

The decreaseincrease in research and development expenses during the three months ended MarchJune 31,30, 2026 was primarily attributable to aan decreaseincrease of $3.1$2.3 million in personnel-relatedacquisition-related expenses for salaries and wages.expenses. The decreaseincrease in research and development expenses was also attributable to a $1.9 million decrease in professional fees for temporary contractor labor. The decreases in research and development expenses were partially offset by a $1.5$2.1 million increase in acquisition-relatedcomputer software expenses. We increased our research and development headcount by 11%6% since MarchJune 31,30, 2025.

The increase in general and administrative expenses during the three months ended MarchJune 31,30, 2026 was primarily dueattributable to an increase of $8.8$5.5 million in professional fees, including a $3.4 million increase in legal fees, which were predominantly related to an ongoing lawsuit with Oracle. The increase in general and administrative expenses was also attributable to a $1.6 million increase in rent expense; a $0.9$1.1 million increase in acquisition-related expenses;expenses. The increases in general and aadministrative $0.2expenses million increase in personnel-related expenses, including an increase of $3.0 million in stock-based compensation expense,were partially offset by a $5.0 million decrease in rent expense, primarily related to a non-cash gain that was recognized in relation to modifications of $2.8 millionleases in salariesthe andsecond wages.quarter of 2026. Our general and administrative headcount has remained relatively consistent since MarchJune 31,30, 2025.

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

* Percentage not meaningful

During the three months ended MarchJune 31,30, 2026, accretion income, net decreased by $1.5$1.3 million due to a decrease in the balance of our marketable securities portfolio year over year.

(Benefit from) income taxes for the threesix months ended MarchJune 31,30, 2026, differs from provision for income taxes for the threesix months ended MarchJune 31,30, 2025, primarily due to the release of a portion of our valuation allowance as a result of acquired deferred tax liabilities from the Datagrid acquisition that are an available source of income to realize our deferred tax assets. Further, in the prior year, the Company recognized a one-time tax expense related to foreign tax on the realignment of intellectual property attributable to the Novorender acquisition.

As of MarchJune 31,30, 2026, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $591.5$655.9 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 MarchJune 31,30, 2026, we had outstanding letters of creditcredit, on an unsecured basisbasis, totaling approximately $7.6 million to secure various leased office facilities in the U.S. and Australia.

During the threesix months ended MarchJune 31,30, 2026, we had additionala $29.7 million decrease in contractual commitments beyond those disclosed in our 2025 Form 10-K, primarily related to newthe Carpinteria lease obligations.modifications. The Company modified its office leases in Carpinteria, California to extend the term of its primary core lease space and decline renewal extensions for its remaining office suites. In the next 12 months, we have operating lease obligations of $0.5$1.7 million related to leases that commenced during the threesix months ended MarchJune 31,30, 2026. Beyond the next 12 months, we have additional net contractual commitments for operating lease obligations of $20.8$23.7 million related to leases that commenced during the threesix months ended MarchJune 31,30, 2026. There have been no other material changes to our contractual obligations from those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K. 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 continueda tolimited generatehistory lossesof generating profit from operations, as reflected in our accumulated deficit of $1.4$1.3 billion as of MarchJune 31,30, 2026. We may not achievemaintain profitability in thefuture foreseeable futureperiods and may require additional capital resources to execute strategic initiatives to grow our business.

As of MarchJune 31,30, 2026, 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.

Net cash provided by operating activities was $76.8$164.6 million during the threesix months ended MarchJune 31,30, 2026 which resulted from a net lossincome of $9.1$7.8 million, adjusted for non-cash charges of $86.3$163.9 million and a net cash outflow of $0.4$7.1 million from changes in operating expenses and liabilities. The $0.4$7.1 million of net cash outflows provided as a result of changes in our operating assets and liabilities primarily reflected the following:

•a $1.3$15.7 million increase in deferred contract cost assets related to commissions as a result of additional customer contracts closed and a higher capitalization rate during the period.period;

•a $7.5$6.6 million increase in prepaid expenses and other current assets primarily due to timing of cash payments to our vendors; and