PCOR / Procore Technologies, Inc. - SEC Filings, Annual Report, Proxy Statement

Procore Technologies, Inc.
US ˙ NYSE ˙ US74275K1088

Basic Stats
LEI 5493005PTWY0RHYRAH22
CIK 1611052
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Procore Technologies, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
August 1, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR 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: 00

July 31, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 Procore Technologie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commissio

July 31, 2025 EX-99.1

Procore Announces Second Quarter 2025 Financial Results

Exhibit 99.1 Procore Announces Second Quarter 2025 Financial Results CARPINTERIA, CA – July 31, 2025 – Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the second quarter ended June 30, 2025. “Q2 represented another solid quarter and we remain well positioned for efficient growth,” said Tooey Courtemanch

June 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 Procore Technologies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commission

May 2, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR 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: 0

May 2, 2025 EX-10.1

025 Form of Executive Severance Agreement, between the Registrant and each of its non-CEO executive officers

Exhibit 10.1 EXECUTIVE SEVERANCE AGREEMENT This Executive Severance Agreement (this “Agreement”), dated as of , 20 (the “Effective Date”), is made by and between (“Executive”) and Procore Technologies, Inc., a Delaware corporation. Capitalized terms used but not defined within the text of this Agreement shall have the respective meanings ascribed to them in Section 6. RECITALS A. The Company’s Boa

May 1, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 Procore Technologies,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commission

May 1, 2025 EX-99.1

Procore Announces First Quarter 2025 Financial Results

Exhibit 99.1 Procore Announces First Quarter 2025 Financial Results CARPINTERIA, CA – May 1, 2025 – Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the first quarter ended March 31, 2025. “Our Q1 performance represented a positive start to the year, reflecting our measurable ROI for our customers,” said

April 24, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

April 24, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

March 10, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2025 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commissi

March 10, 2025 EX-99.1

Procore Announces CEO Succession Plan Founder, President and CEO Tooey Courtemanche to Transition to Executive Chairman Upon Appointment of Successor Board to Initiate Comprehensive Search Process

Exhibit 99.1 Procore Announces CEO Succession Plan Founder, President and CEO Tooey Courtemanche to Transition to Executive Chairman Upon Appointment of Successor Board to Initiate Comprehensive Search Process CARPINTERIA, Calif., MARCH 10, 2025 – Procore Technologies, Inc. (NYSE: PCOR) (“Procore” or the “Company”), the leading global provider of construction management software, today announced t

February 26, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 C ALCULATION OF F ILING F EE T ABLES Form S-8 (Form Type) Procore Technologies, Inc.

February 26, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents 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 OR 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 001-403

February 26, 2025 EX-19.1

rading Policy

Exhibit 19.1 Procore Technologies, Inc. INSIDER TRADING POLICY (Amended and Restated on March 28, 2023) The Board of Directors (the “Board”) of Procore Technologies, Inc. (the “Company,” “we,” “us,” “our” or “Procore”) has adopted this Insider Trading Policy (this “Policy”) in order to take an active role in the prevention of insider trading violations by our directors, officers, employees, and ot

February 26, 2025 EX-21.1

List of subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction of Incorporation or Organization Procore Technologies Canada Inc. Canada Intelliwave Technologies Inc. Canada Procore Technologies France SAS France Procore Technologies FZ-LLC United Arab Emirates Procore Technologies GmbH Germany Procore Technologies Pty Ltd. Australia Procore Technologies PTE. LTD. Singapore Procore UK Ltd

February 26, 2025 EX-10.3

Procore Technologies, Inc. 2021 Equity Incentive Plan, as amended, and related form agreements

Exhibit 10.3 Procore Technologies, Inc. 2021 Equity Incentive Plan Adopted by the Board of Directors: May 9, 2021 Approved by the Stockholders: May 9, 2021 Amended: November 9, 2023 1.General. (a)Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) t

February 26, 2025 S-8

As filed with the U.S. Securities and Exchange Commission on February 26, 2025

As filed with the U.S. Securities and Exchange Commission on February 26, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Procore Technologies, Inc. (Exact name of Registrant as specified in its charter) Delaware 73-1636261 (State or other jurisdiction of Incorporation or organizatio

February 26, 2025 EX-10.14

Form of Executive Severance Agreement between the Registrant and each of its executive officers

Exhibit 10.14 EXECUTIVE SEVERANCE AGREEMENT This Executive Severance Agreement (this “Agreement”), dated as of , 20 (the “Effective Date”), is made by and between (“Executive”) and Procore Technologies, Inc., a Delaware corporation. Capitalized terms used but not defined within the text of this Agreement shall have the respective meanings ascribed to them in Section 6. RECITALS A. The Company’s Bo

February 26, 2025 EX-4.3

Description of Registrant’s Securities

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock of Procore Technologies, Inc. (the “Company,” “we,” “our,” or “us”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The

February 13, 2025 EX-99.1

Procore Announces Fourth Quarter and Full Year 2024 Financial Results

Exhibit 99.1 Procore Announces Fourth Quarter and Full Year 2024 Financial Results CARPINTERIA, CA – February 13, 2025 - Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the fourth quarter and full year ended December 31, 2024. “Our strong topline performance exceeded expectations, reinforcing our moment

February 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 Procore Technol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commi

December 6, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commis

December 6, 2024 EX-3.1

Amended and Restated Bylaws of the Registrant

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF PROCORE TECHNOLOGIES, INC. (A DELAWARE CORPORATION) Table of Contents Page ARTICLE I. OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II. CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III. STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 2 Section 6. Special Meetings 11 Section 7. Notice

November 21, 2024 EX-99.1

Capital Allocation Capital Allocation Priorities The first lever and investment priority continues to be organic 1. Payment and efficient revenue growth. + Organic & We have significant opportunity as the technology leader + Bul Efficient Growth s se

Exhibit 99.1 Capital Allocation Capital Allocation Priorities The first lever and investment priority continues to be organic 1. Payment and efficient revenue growth. + Organic & We have significant opportunity as the technology leader + Bul Efficient Growth s serving Construction. Our sufficient capital enables us to fund business objectives and continue generating free cash flow. The second leve

November 21, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commi

November 14, 2024 SC 13G/A

PCOR / Procore Technologies, Inc. / ICONIQ STRATEGIC PARTNERS II, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d106281dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Procore Technologies, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 74275K108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement

October 31, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR 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 Numbe

October 30, 2024 EX-99.1

Procore Announces Third Quarter 2024 Financial Results

Exhibit 99.1 Procore Announces Third Quarter 2024 Financial Results CARPINTERIA, CA – October 30, 2024 – Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the third quarter ended September 30, 2024. “We have made good progress on our go-to-market transition we announced last quarter,” said Tooey Courteman

October 30, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commis

August 2, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR 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: 00

August 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commissi

August 1, 2024 EX-99.1

Procore Announces Second Quarter 2024 Financial Results

Exhibit 99.1 Procore Announces Second Quarter 2024 Financial Results CARPINTERIA, CA – August 1, 2024 – Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the second quarter ended June 30, 2024. “We are in the early innings of transforming one of the largest and least digitized industries in the world,” sa

July 17, 2024 CORRESP

* *  *

Rachel B. Proffitt +1 415 693 2031 [email protected] July 17, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Dave Edgar and Christine Dietz Re: Procore Technologies, Inc. Form 10-K for the Year Ended December 31, 2023 Filed February 26, 2024 Comment Letter Dated June 12, 2024 File No. 001-40396 Ladies and Gentlemen: O

June 26, 2024 CORRESP

Rachel B. Proffitt

Rachel B. Proffitt +1 415 693 2031 [email protected] June 26, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Dave Edgar and Christine Dietz Re: Procore Technologies, Inc. Form 10-K for the Year Ended December 31, 2023 Filed February 26, 2024 Comment Letter Dated June 12, 2024 File No. 001-40396 Ladies and Gentlemen: R

June 7, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commission

May 29, 2024 CORRESP

*  *   *

Rachel B. Proffitt +1 415 693 2031 [email protected] May 29, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Dave Edgar and Christine Dietz Re: Procore Technologies, Inc. Form 10-K for the Year Ended December 31, 2023 Filed February 26, 2024 Comment Letter Dated May 7, 2024 File No. 001-40396 Ladies and Gentlemen: On b

May 16, 2024 CORRESP

Rachel B. Proffitt

Rachel B. Proffitt +1 415 693 2031 [email protected] May 16, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Dave Edgar and Christine Dietz Re: Procore Technologies, Inc. Form 10-K for the Year Ended December 31, 2023 Filed February 26, 2024 Comment Letter Dated May 7, 2024 File No. 001-40396 Ladies and Gentlemen: Refe

May 2, 2024 EX-10.2

Non-Employee Director Compensation Policy

Exhibit 10.2 Non-Employee Director Compensation Policy (Adopted May 4, 2021, Amended November 18, 2024, and Amended and Restated April 1, 2024) Each member of the Board of Directors (the “Board”) of Procore Technologies, Inc. (the “Company”) who is a non-employee director of the Company (each, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensa

May 2, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR 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: 0

May 2, 2024 EX-10.3

Procore Technologies, Inc. 2021 Equity I

Exhibit 10.3 Procore Technologies, Inc. 2021 Equity Incentive Plan Adopted by the Board of Directors: May 9, 2021 Approved by the Stockholders: May 9, 2021 Amended: November 9, 2023 1.General. (a)Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) t

May 2, 2024 EX-10.1

and the Registrant, dated as of

Exhibit 10.1 April 1, 2024 Lawrence Joseph Stack Chief Revenue Officer Procore Technologies, Inc. 6309 Carpinteria Avenue Carpinteria, CA 93013 Dear Larry, You are currently employed by Procore Technologies, Inc. (the “Company”) as Chief Revenue Officer. This letter agreement confirms the existing terms and conditions of your employment in that role. POSITION. You are serving in a full-time capaci

May 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commission

May 1, 2024 EX-99.1

Procore Announces First Quarter 2024 Financial Results

Exhibit 99.1 Procore Announces First Quarter 2024 Financial Results CARPINTERIA, CA – May 1, 2024 – Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the first quarter ended March 31, 2024. “The highly complex and collaborative nature of our industry underscores the importance of our mission to connect ev

April 25, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

April 25, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

February 26, 2024 EX-97.1

Incentive Compensation Recoupment Policy

Exhibit 97.1 Procore Technologies, Inc. INCENTIVE COMPENSATION RECOUPMENT POLICY A.Introduction (Effective December 1, 2023) The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Procore Technologies, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentiv

February 26, 2024 EX-10.3

Procore Technologies, Inc. 2021 Equity Incentive Plan, as amended, and related form agreements

Exhibit 10.3 Procore Technologies, Inc. 2021 Equity Incentive Plan Adopted by the Board of Directors: May 9, 2021 Approved by the Stockholders: May 9, 2021 Amended: November 9, 2023 1.General. (a)Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) t

February 26, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Procore Technologies, Inc.

February 26, 2024 S-8

As filed with the U.S. Securities and Exchange Commission on February 26, 2024

As filed with the U.S. Securities and Exchange Commission on February 26, 2024 Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Procore Technologies, Inc. (Exact name of Registrant as specified in its charter) Delaware 73-1636261 (State or other jurisdiction of Incorporation or organiza

February 26, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents 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, 2023 OR 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 001-403

February 26, 2024 EX-21.1

List of subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction of Incorporation or Organization Procore Insurance Services, Inc. Delaware Procore Technologies Canada Inc. Canada Procore Technologies Construction Software Limited Ireland Procore Technologies France SAS France Procore Technologies FZ-LLC United Arab Emirates Procore Technologies GmbH Germany Procore Technologies Pty Ltd. A

February 15, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commi

February 15, 2024 EX-99.1

Procore Announces Fourth Quarter and Full Year 2023 Financial Results

Exhibit 99.1 Procore Announces Fourth Quarter and Full Year 2023 Financial Results CARPINTERIA, CA – February 15, 2024 - Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the fourth quarter and full year ended December 31, 2023. “2023 was a year of milestones at Procore as we surpassed $1B in total annual

February 14, 2024 SC 13G/A

PCOR / Procore Technologies, Inc. / ICONIQ STRATEGIC PARTNERS II, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d768981dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Procore Technologies, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 74275K108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement)

February 14, 2024 SC 13G/A

PCOR / Procore Technologies, Inc. / Bessemer Venture Partners VIII L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d765507dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2 )* Procore Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74275K108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement

February 14, 2024 SC 13G/A

PCOR / Procore Technologies, Inc. / Courtemanche Craig F. Jr. - SC 13G/A Passive Investment

SC 13G/A 1 d785763dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.2)* Procore Technologies, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74275K108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

February 14, 2024 EX-99.A

JOINT FILING AGREEMENT

EX-99.A 2 d785763dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Procore Technologies, Inc. and further agree that this agreement be included

February 13, 2024 SC 13G

PCOR / Procore Technologies, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01740-procoretechnologiesi.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Procore Technologies Inc Title of Class of Securities: Common Stock CUSIP Number: 74275K108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pur

November 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR 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 Numbe

November 1, 2023 EX-99.1

Procore Announces Third Quarter 2023 Financial Results

Exhibit 99.1 Procore Announces Third Quarter 2023 Financial Results CARPINTERIA, CA – November 1, 2023 - Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the third quarter ended September 30, 2023. “We remain excited about the long-term opportunity ahead of us, as we continue to deliver technology that d

November 1, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commis

September 20, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Comm

September 20, 2023 EX-99.1

Agenda Wednesday, September 20 | 9:00am - 12:00pm CST 9:00a - 9:05a Opening Remarks Matthew Puljiz - VP, Finance Vivian Barnett - Senior Manager of Investor Relations 9:05a - 9:25a Deep Dive #1: Construction Industry Dynamics Tooey Courtemanche - Fou

Exhibit 99.1 2023 Investor Day Chicago, IL | September 20, 2023 Agenda Wednesday, September 20 | 9:00am - 12:00pm CST 9:00a - 9:05a Opening Remarks Matthew Puljiz - VP, Finance Vivian Barnett - Senior Manager of Investor Relations 9:05a - 9:25a Deep Dive #1: Construction Industry Dynamics Tooey Courtemanche - Founder, President, & CEO 9:25a - 10:10a Deep Dive #2: Platform & Product Steve Davis - P

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR 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: 00

August 2, 2023 EX-99.1

Procore Announces Second Quarter 2023 Financial Results

Exhibit 99.1 Procore Announces Second Quarter 2023 Financial Results CARPINTERIA, CA – August 2, 2023 - Procore Technologies, Inc. (NYSE: PCOR), a leading global provider of construction management software, today announced financial results for the second quarter ended June 30, 2023. “I’m proud of the results we delivered this quarter as we continued to work toward our vision of improving the liv

August 2, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commissi

June 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 Procore Technologies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commission

May 12, 2023 CORRESP

* * *

CORRESP Rachel B. Proffitt +1 415 693 2031 [email protected] May 12, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Kathleen Collins, Accounting Branch Chief Chen Chen, Staff Accountant Re: Procore Technologies, Inc. Form 10-K for the Year Ended December 31, 2022 Filed March 1, 2023 File No. 001-40396 Ladies and Gentl

May 8, 2023 EX-10.1

Offer Letter by and between Howard Fu and the Registrant, dated as of May 8, 2023

EX-10.1 Exhibit 10.1 May 8, 2023 Howard Fu Chief Financial Officer and Treasurer Procore Technologies, Inc. 6309 Carpinteria Avenue Carpinteria, CA 93013 Dear Howard, Effective May 8, 2023, you are employed by Procore Technologies, Inc. (the “Company”) as Chief Financial Officer and Treasurer. This letter agreement confirms the terms and conditions of your employment in that role. POSITION. You ar

May 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 Procore Technologies,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commission

May 8, 2023 EX-99.1

Procore Announces Two Leadership Appointments Paul Lyandres transitions to president of fintech and Howard Fu is promoted to CFO

EX-99.1 Exhibit 99.1 Procore Announces Two Leadership Appointments Paul Lyandres transitions to president of fintech and Howard Fu is promoted to CFO CARPINTERIA, Calif., May 8, 2023 – Procore Technologies, Inc. (NYSE: PCOR), a leading global provider of construction management software, today announced two leadership appointments, effective May 8. After four years as chief financial officer (CFO)

May 5, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR 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: 0

May 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 Procore Technologies,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commission

May 3, 2023 EX-99.1

Procore Announces First Quarter 2023 Financial Results

Exhibit 99.1 Procore Announces First Quarter 2023 Financial Results CARPINTERIA, CA – May 3, 2023 - Procore Technologies, Inc. (NYSE: PCOR), a leading global provider of construction management software, today announced financial results for the first quarter ended March 31, 2023. “I’m proud of the team’s hard work in delivering our first quarter results,” said Tooey Courtemanche, founder, preside

April 27, 2023 CORRESP

Rachel B. Proffitt

CORRESP Rachel B. Proffitt +1 415 693 2031 [email protected] April 27, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Chen Chen and Kathleen Collins Re: Procore Technologies, Inc. Form 10-K for the Year Ended December 31, 2022 Filed March 1, 2023 File No. 001-40396 Ladies and Gentlemen: Reference is made to the commen

April 26, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 26, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 18, 2023 CORRESP

* * *

CORRESP Rachel B. Proffitt +1 415 693 2031 [email protected] April 18, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Chen Chen and Kathleen Collins Re: Procore Technologies, Inc. Form 10-K for the Year Ended December 31, 2022 Filed March 1, 2023 Comment Letter Dated April 5, 2023 File No. 001-40396 Ladies and Gentlem

March 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Procore Technologi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commissi

March 1, 2023 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES 4 d469197dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Procore Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Ra

March 1, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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 Technol

March 1, 2023 S-8

As filed with the U.S. Securities and Exchange Commission on March 1, 2023

FORM S-8 As filed with the U.S. Securities and Exchange Commission on March 1, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Procore Technologies, Inc. (Exact name of Registrant as specified in its charter) Delaware 73-1636261 (State or other jurisdiction of Incorporation or organi

March 1, 2023 EX-21.1

List of subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction of Incorporation or Organization Procore Insurance Services, Inc. Delaware Procore Technologies Canada Inc. Canada Procore Technologies Construction Software Limited Ireland Procore Technologies France SAS France Procore Technologies FZ-LLC United Arab Emirates Procore Technologies GmbH Germany Procore Technologies Pty Ltd. A

February 16, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commi

February 16, 2023 EX-99.1

Procore Announces Fourth Quarter and Full Year 2022 Financial Results Fifth Consecutive Quarter of Short Term RPO Year-Over-Year Growth Above 30%

Exhibit 99.1 Procore Announces Fourth Quarter and Full Year 2022 Financial Results Fifth Consecutive Quarter of Short Term RPO Year-Over-Year Growth Above 30% CARPINTERIA, CA – February 16, 2023 - Procore Technologies, Inc. (NYSE: PCOR), a leading global provider of construction management software, today announced financial results for the fourth quarter and full year ended December 31, 2022. “Ou

February 14, 2023 EX-99.1

Members of Group

EX-99.1 2 d375444dex991.htm EX-99.1 Exhibit 1 Members of Group Deer VII & Co. Ltd. Deer VII & Co. L.P. Bessemer Venture Partners VII Institutional L.P. Bessemer Venture Partners VII L.P. 15 Angels II LLC Deer X & Co. Ltd. Deer X & Co. L.P. Bessemer Venture Partners PR, L.P.

February 14, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d418378dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Common Stock and the information required by this Schedule 13G, to which t

February 14, 2023 SC 13G/A

PCOR / Procore Technologies, Inc. / Bessemer Venture Partners VIII L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d375444dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 )* Procore Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74275K108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement

February 14, 2023 SC 13G/A

SNOW / Snowflake Inc / ICONIQ STRATEGIC PARTNERS II, L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Procore Technologies, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 74275K908 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

February 14, 2023 SC 13G/A

PCOR / Procore Technologies, Inc. / TIGER GLOBAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 d993396613g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Procore Technologies, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74275K108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 14, 2023 SC 13G/A

PCOR / Procore Technologies, Inc. / Courtemanche Craig F. Jr. - SC 13G/A Passive Investment

SC 13G/A 1 d376112dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Procore Technologies, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74275K108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

February 14, 2023 EX-99.A

JOINT FILING AGREEMENT

EX-99.A 2 d376112dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Procore Technologies, Inc. and further agree that this agreement be included

November 9, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commis

November 9, 2022 EX-99.1

Agenda Wednesday, November 9 | 9:00am - 1:00pm CST 9:00a - 9:05a Opening Remarks Matthew Puljiz - VP, FP&A & Investor Relations Vivian Wu - Senior Manager of Investor Relations 9:05a - 9:30a Procore’s Opportunity Tooey Courtemanche - Founder, Preside

EX-99.1 Exhibit 99.1 2022 Investor Day New Orleans, LA | November 9, 2022 Agenda Wednesday, November 9 | 9:00am - 1:00pm CST 9:00a - 9:05a Opening Remarks Matthew Puljiz - VP, FP&A & Investor Relations Vivian Wu - Senior Manager of Investor Relations 9:05a - 9:30a Procore’s Opportunity Tooey Courtemanche - Founder, President, & CEO 9:30a - 10:15a Business & Financial Evolution Paul Lyandres - CFO

November 4, 2022 EX-10.1

Offer Letter by and between Steven Scott Davis and the Registrant, dated as of October 6, 2022

Exhibit 10.1 October 6, 2022 Steven Scott Davis President, Product & Technology Procore Technologies, Inc. 221 W 6th St, Suite 1800 Austin, TX 78701 Dear Steve, You are currently employed by Procore Technologies, Inc. (the ?Company?) as President, Product & Technology. This letter agreement confirms the existing terms and conditions of your employment in that role. POSITION. You are serving in a f

November 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? 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 Proco

November 2, 2022 EX-99.1

Procore Announces Third Quarter 2022 Financial Results Hosting Inaugural Investor Day on Wednesday, November 9

Exhibit 99.1 Procore Announces Third Quarter 2022 Financial Results Hosting Inaugural Investor Day on Wednesday, November 9 CARPINTERIA, CA ? November 2, 2022 - Procore Technologies, Inc. (NYSE: PCOR), a leading global provider of construction management software, today announced financial results for the third quarter ended September 30, 2022. ?Our excellent third quarter performance reflects the

November 2, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commis

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? 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 Te

August 5, 2022 EX-10.1

Offer Letter by and between Joy Driscoll Durling and the Registrant, dated as of July 27, 2022

Exhibit 10.1 July 27, 2022 Joy Driscoll Durling Chief Data Officer Procore Technologies, Inc. 6309 Carpinteria Avenue Carpinteria, CA 93013 Dear Joy, You are currently employed by Procore Technologies, Inc. (the ?Company?) as Chief Data Officer. This letter agreement confirms the existing terms and conditions of your employment in that role. POSITION. You are serving in a full-time capacity as Chi

August 3, 2022 EX-99.1

Procore Announces Second Quarter 2022 Financial Results

Exhibit 99.1 Procore Announces Second Quarter 2022 Financial Results CARPINTERIA, CA ? August 3, 2022 - Procore Technologies, Inc. (NYSE: PCOR), a leading global provider of construction management software, today announced financial results for the second quarter ended June 30, 2022. ?Our second quarter results demonstrate the value we deliver to the construction industry, especially in a dynamic

August 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commissi

June 7, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commission

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? 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 T

May 4, 2022 EX-99.1

Procore Announces First Quarter 2022 Financial Results

Exhibit 99.1 Procore Announces First Quarter 2022 Financial Results CARPINTERIA, CA ? May 4, 2022 - Procore Technologies, Inc. (NYSE: PCOR), a leading global provider of construction management software, today announced financial results for the first quarter ended March 31, 2022. ?Our excellent first quarter performance reflects the strong project backlogs our customers are seeing and our impress

May 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commission

April 22, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 22, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

March 14, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2022 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commissi

March 4, 2022 S-8

As filed with the U.S. Securities and Exchange Commission on March 4, 2022

As filed with the U.S. Securities and Exchange Commission on March 4, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Procore Technologies, Inc. (Exact name of Registrant as specified in its charter) Delaware 73-1636261 (State or other jurisdiction of Incorporation or organization) (

March 4, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? 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 Technol

March 4, 2022 EX-10.11

First Amendment to Amended and Restated Loan and Security Agreement, dated May 7, 2020

Exhibit 10.11 FIRST Amendment to AMENDED AND RESTATED Loan and security agreement THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Amendment?) is entered into this 7th day of May, 2020, by and between SILICON VALLEY BANK, a California corporation (?Bank?), and PROCORE TECHNOLOGIES, INC., a Delaware corporation (?Borrower?). Recitals A.Bank and Borrower have entered i

March 4, 2022 EX-21.1

List of subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction of Incorporation or Organization Procore Insurance Services, Inc. Delaware Procore Technologies Canada Inc. Canada Procore Technologies FZ-LLC United Arab Emirates Procore Technologies Pty Ltd. Australia Procore Technologies PTE. LTD. Singapore Procore UK Ltd United Kingdom Procore Technologies Mexico, S. de R.L. de C.V. Mexi

March 4, 2022 EX-4.3

Description of Registrant’s Securities

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock of Procore Technologies, Inc. (the ?Company,? ?we,? ?our,? or ?us?), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The

March 4, 2022 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES 4 d53070dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Procore Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rat

March 4, 2022 EX-10.13

Non-Employee Director Compensation Policy

Exhibit 10.13 Procore Technologies, Inc. Non-Employee Director Compensation Policy Adopted: May 4, 2021 Amended: November 18, 2021 Each member of the Board of Directors (the ?Board?) of Procore Technologies, Inc. (the ?Company?) who is a non-employee director of the Company (each, a ?Non-Employee Director?) will receive the compensation described in this Non-Employee Director Compensation Policy (

February 22, 2022 EX-99.1

Procore Announces Fourth Quarter and Full Year 2021 Financial Results

Exhibit 99.1 Procore Announces Fourth Quarter and Full Year 2021 Financial Results CARPINTERIA, CA ? Feb. 22, 2022 - Procore Technologies, Inc. (NYSE: PCOR), a leading global provider of construction management software, today announced financial results for the fourth quarter and full year ended December 31, 2021. ?Our deep commitment to the construction industry continues to drive efficiency, su

February 22, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2022 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commi

February 15, 2022 EX-99.2

Members of Group

Exhibit 2 Members of Group Deer VIII & Co. Ltd. Deer VIII & Co. L.P. Bessemer Venture Partners VIII L.P. Bessemer Venture Partners VIII Institutional L.P. 15 Angels II LLC Deer X & Co. Ltd. Deer X & Co. L.P. Bessemer Venture Partners PR, L.P.

February 15, 2022 SC 13G

PCOR / Procore Technologies, Inc. / Bessemer Venture Partners VIII L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Procore Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74275K108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 15, 2022 EX-99.1

Joint Filing Agreement

EXHIBIT 1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.

February 14, 2022 SC 13G/A

PCOR / Procore Technologies, Inc. / TIGER GLOBAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2022 EX-99.A

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Procore Technologies, Inc.

February 14, 2022 SC 13G

SNOW / Snowflake Inc / ICONIQ STRATEGIC PARTNERS II, L.P. - SC 13G Passive Investment

CUSIP No. 74275K908 SCHEDULE 13G Page 1 of 34 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Procore Technologies, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 74275K908 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of thi

February 14, 2022 SC 13G

PCOR / Procore Technologies, Inc. / Courtemanche Craig F. Jr. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

February 14, 2022 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhi

December 22, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commi

December 22, 2021 EX-99.1

Procore Appoints Microsoft Executive Erin Chapple to Board of Directors Azure Executive will Advise on Procore’s Platform Strategy

Exhibit 99.1 Procore Appoints Microsoft Executive Erin Chapple to Board of Directors Azure Executive will Advise on Procore?s Platform Strategy CARPINTERIA, Calif., Dec. 22, 2021 ?Procore Technologies, Inc. (NYSE: PCOR), a leading provider of construction management software, today announced the appointment of Erin Chapple to its Board of Directors. Chapple serves at Microsoft (NASDAQ: MSFT) as th

November 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? 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 Proco

November 5, 2021 EX-2.1

Agreement and Plan of Merger, dated as of September 20, 2021, by and among Procore Technologies, Inc., Lucky Strike Merger Sub, Inc., Express Lien, Inc., and Shareholder Representative Services LLC, as Stockholder Representative

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG PROCORE TECHNOLOGIES, INC., LUCKY STRIKE MERGER SUB, INC., EXPRESS LIEN, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS Stockholder Representative SEPTEMBER 20, 2021 {N4442029.10} 255288355 v23 Table of Contents Page Article I THE MERGER 2 1.1 Merger2 1.2 Effective Time2 1.3 Effects of the Merger2 1.4 Closing2 1.5 Closing Deliverables2 1

November 4, 2021 EX-99.1

Procore Announces Third Quarter 2021 Financial Results Revenue Accelerates to 30% Year-Over-Year Growth

Exhibit 99.1 Procore Announces Third Quarter 2021 Financial Results Revenue Accelerates to 30% Year-Over-Year Growth CARPINTERIA, CA ? Nov. 4, 2021 - Procore Technologies, Inc. (NYSE: PCOR), a leading provider of construction management software, today announced financial results for the third quarter ended September 30, 2021. ?Over the last 90 days, we continued to reduce risk and unlock growth f

November 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commis

November 3, 2021 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commis

November 3, 2021 EX-99.1

Procore Completes Acquisition of Levelset to Simplify Lien Management Workflows for Construction

Exhibit 99.1 Procore Completes Acquisition of Levelset to Simplify Lien Management Workflows for Construction CARPINTERIA, Calif., Nov. 3, 2021 ? Procore Technologies, Inc. (NYSE: PCOR), has completed its acquisition of Levelset, strengthening its position as a leading provider of construction management software. This acquisition will add lien rights management to the Procore platform, enabling P

October 29, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2021 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commis

September 22, 2021 EX-99.1

Procore to Acquire Levelset to Simplify Lien Management Workflows for Construction

Exhibit 99.1 PRESS RELEASE Procore to Acquire Levelset to Simplify Lien Management Workflows for Construction CARPINTERIA, Calif., Sept. 22, 2021 ? Procore Technologies, Inc., (NYSE: PCOR), a leading provider of construction management software, has signed a definitive agreement to acquire Levelset. This acquisition will add lien rights management to the Procore platform, enabling Procore to manag

September 22, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2021 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Comm

August 6, 2021 EX-10.6

Non-Employee Director Compensation Policy

Exhibit 10.6 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Adopted: May 4, 2021 Each member of the Board of Directors (the ?Board?) of Procore Technologies, Inc. (the ?Company?) who is a non-employee director of the Company (each, a ?Non-Employee Director?) will receive the compensation described in this Non-Employee Director Compensation Policy (this ?Director Compensation Policy?) for his or her Boa

August 6, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? 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.

August 5, 2021 EX-99.1

Procore Announces Strong Second Quarter 2021 Financial Results Revenue Accelerates to 27% Year-Over-Year Growth

EX-99.1 2 pcor-ex9916.htm EX-99.1 Exhibit 99.1 Procore Announces Strong Second Quarter 2021 Financial Results Revenue Accelerates to 27% Year-Over-Year Growth CARPINTERIA, CA – August 5, 2021 - Procore Technologies, Inc. (NYSE: PCOR), a leading provider of construction management software, today announced financial results for the second quarter ended June 30, 2021. “Procore delivered record resul

August 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 Procore Technologies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commissi

June 3, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

May 24, 2021 EX-3.2

Amended and Restated Bylaws of the Registrant

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PROCORE TECHNOLOGIES, INC. (A DELAWARE CORPORATION) May 24, 2021 Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 2 Section 6. Special Meetings 6 Section

May 24, 2021 EX-3.1

Amended and Restated Certificate of Incorporation of the Registrant

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROCORE TECHNOLOGIES, INC. The undersigned, Craig F. Courtemanche, Jr., hereby certifies that: ONE: The original name of this corporation was Procore Technologies, Inc. and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was June 5, 2014. TWO: The u

May 24, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2021 PROCORE TECHNOLOGIES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40396 73-1636261 (State or Other Jurisdiction of Incorporation) (Commission

May 21, 2021 424B4

9,470,000 Shares Common Stock

Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-236789 9,470,000 Shares Common Stock This is an initial public offering of shares of common stock of Procore Technologies, Inc. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share is $67.00. Our common stock has been approved for listing on the New York Stoc

May 20, 2021 S-8

As filed with the U.S. Securities and Exchange Commission on May 20, 2021

As filed with the U.S. Securities and Exchange Commission on May 20, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Procore Technologies, Inc. (Exact name of Registrant as specified in its charter) Delaware 73-1636261 (State or other jurisdiction of Incorporation or organization) (I

May 20, 2021 S-8

Form S-8

Table of Contents As filed with the Securities and Exchange Commission on May 20, 2021 Registration No.

May 17, 2021 CORRESP

PROCORE TECHNOLOGIES, INC. 6309 Carpinteria Avenue Carpinteria, California 93013

PROCORE TECHNOLOGIES, INC. 6309 Carpinteria Avenue Carpinteria, California 93013 May 17, 2021 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Bernard Nolan, Larry Spirgel and Kathleen Collins Re: Procore Technologies, Inc. Registration Statement on Form S-1, as amended (File No. 333-236789) Request for Acceleration of Effective Date Ladies and Gentlemen

May 17, 2021 CORRESP

* * * [Signature Page Follows]

May 17, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 10, 2021 EX-10.4

Procore Technologies, Inc. 2021 Employee Stock Purchase Plan

EXHIBIT 10.4 PROCORE TECHNOLOGIES, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MAY 9, 2021 APPROVED BY THE STOCKHOLDERS: MAY 9, 2021 IPO DATE: 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a seri

May 10, 2021 EX-3.3

Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective immediately prior to the completion of the Registrant’s initial public offering.

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROCORE TECHNOLOGIES, INC. The undersigned, Craig F. Courtemanche, Jr., hereby certifies that: ONE: The original name of this corporation was Procore Technologies, Inc. and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was June 5, 2014. TWO: The u

May 10, 2021 EX-10.3

Procore Technologies, Inc. 2021 Equity Incentive Plan and related form agreements.

EXHIBIT 10.3 PROCORE TECHNOLOGIES, INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MAY 9, 2021 APPROVED BY THE STOCKHOLDERS: MAY 9, 2021 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) the Prior Plan?s Availabl

May 10, 2021 EX-3.1

Amended and Restated Certificate of Incorporation of the Registrant, as amended and currently in effect.

Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROCORE TECHNOLOGIES, INC. Procore Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), certifies that: A. The name of the Company is Procore Technologies, Inc. The Company?s original Certificate of Incorporation was filed with the Secretary of State of the State of

May 10, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 PROCORE TECHNOLOGIES, INC. [ ? ] Shares of Common Stock Underwriting Agreement [ ? ], 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 1017

May 10, 2021 S-1/A

Form S-1

Table of Contents As filed with the Securities and Exchange Commission on May 10, 2021.

May 10, 2021 8-A12B

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 Procore Technologies, Inc.

May 6, 2021 EX-4.1

Form of common stock certificate of the Registrant.

Exhibit 4.1 PROCORE NUMBER PC INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SHARES CUSIP 74275K 10 8 SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF PROCORE TECHNOLOGIES, INC. transferable on the books of the Corporation in person or by duly authorized attorney up

May 6, 2021 EX-10.13

Offer Letter by and between Paul Lyandres and the Registrant, dated as of April 30, 2021

Exhibit 10.13 6309 Carpinteria Ave. Carpinteria, CA 93013 866 477 6267 procore.com April 30, 2021 Paul Lyandres Chief Financial Officer and Treasurer Procore Technologies, Inc. 6309 Carpinteria Avenue Carpinteria, CA 93013 Dear Paul, You are currently employed by Procore Technologies, Inc. (the ?Company?) as Chief Financial Officer and Treasurer. This letter agreement confirms the existing terms a

May 6, 2021 EX-10.12

Offer Letter by and between Dennis Lyandres and the Registrant, dated as of April 30, 2021

Exhibit 10.12 6309 Carpinteria Ave. Carpinteria, CA 93013 866 477 6267 procore.com April 30, 2021 Dennis Lyandres Chief Revenue Officer Procore Technologies, Inc. 6309 Carpinteria Avenue Carpinteria, CA 93013 Dear Dennis, You are currently employed by Procore Technologies, Inc. (the ?Company?) as Chief Revenue Officer. This letter agreement confirms the existing terms and conditions of your employ

May 6, 2021 EX-10.1

Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers

Exhibit 10.1 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of [DATE] by and between Procore Technologies, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, Indemnitee performs a valuable service for the Company; WHEREAS, the Board of Directors of the Company (the ?Board of Directors?) has adopted By

May 6, 2021 EX-10.11

Offer Letter by and between Craig F. Courtemanche and the Registrant, dated as of April 30, 2021

Exhibit 10.11 6309 Carpinteria Ave. Carpinteria, CA 93013 866 477 6267 procore.com April 30, 2021 Craig F. Courtemanche, Jr. President, CEO and Chairman of the Board Procore Technologies, Inc. 6309 Carpinteria Avenue Carpinteria, CA 93013 Dear Tooey, You are currently employed by Procore Technologies, Inc. (the ?Company?) as President, Chief Executive Officer and Chairman of the Board of Directors

May 6, 2021 EX-10.14

Offer Letter by and between Benjamin Singer and the Registrant, dated as of April 30, 2021

Exhibit 10.14 6309 Carpinteria Ave. Carpinteria, CA 93013 866 477 6267 procore.com April 30, 2021 Benjamin C. Singer Chief Legal Officer and Corporate Secretary Procore Technologies, Inc. 6309 Carpinteria Avenue Carpinteria, CA 93013 Dear Ben, You are currently employed by Procore Technologies, Inc. (the ?Company?) as Chief Legal Officer and Corporate Secretary. This letter agreement confirms the

May 6, 2021 S-1/A

Power of Attorney (included on signature page).

Table of Contents As filed with the Securities and Exchange Commission on May 5, 2021.

May 6, 2021 EX-10.16

Offer Letter by and between Patricia Wadors and the Registrant, dated as of April 30, 2021

Exhibit 10.16 6309 Carpinteria Ave. Carpinteria, CA 93013 866 477 6267 procore.com April 30, 2021 Patricia Wadors Chief Talent Officer Procore Technologies, Inc. 6309 Carpinteria Avenue Carpinteria, CA 93013 Dear Pat, You are currently employed by Procore Technologies, Inc. (the ?Company?) as Chief Talent Officer. This letter agreement confirms the existing terms and conditions of your employment

May 6, 2021 EX-10.17

Form of Executive Severance Agreement between the Registrant and each of its executive officers

Exhibit 10.17 EXECUTIVE SEVERANCE AGREEMENT This Executive Severance Agreement (this ?Agreement?), dated as of , 20 (the ?Effective Date?), is made by and between (the ?Executive?) and Procore Technologies, Inc., a Delaware corporation. Capitalized terms used but not defined within the text of this Agreement shall have the respective meanings ascribed to them in Section 6. RECITALS A. The Company?

May 6, 2021 EX-10.15

Offer Letter by and between Sam Crigman and the Registrant, dated as of April 30, 2021

Exhibit 10.15 6309 Carpinteria Ave. Carpinteria, CA 93013 866 477 6267 procore.com April 30, 2021 Sam Crigman Chief Technology Officer Procore Technologies, Inc. 6309 Carpinteria Avenue Carpinteria, CA 93013 Dear Sam, You are currently employed by Procore Technologies, Inc. (the ?Company?) as Chief Technology Officer. This letter agreement confirms the existing terms and conditions of your employm

April 7, 2021 S-1/A

- AMENDMENT NO. 2 TO FORM S-1

Table of Contents As filed with the Securities and Exchange Commission on April 6, 2021.

April 6, 2021 CORRESP

* * *

Rachel B. Proffitt +1 415 693 2031 [email protected] April 6, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Bernard Nolan Larry Spirgel Kathleen Collins Re: Procore Technologies, Inc. Registration Statement on Form S-1 File No. 333-236789 Ladies and Gentlemen: On behalf of Procore Technologies, Inc. (?Procore? or the

March 2, 2021 EX-21.1

List of subsidiaries of the Registrant.

EX-21.1 2 d564161dex211.htm EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction of Incorporation or Organization Procore Technologies, Inc. Delaware Procore Technologies Canada Inc. Canada Procore Technologies Pty Ltd Australia Procore UK Ltd United Kingdom Procore Technologies Mexico, S. de R.L. de C.V. Mexico Procore International, Inc. Delaware Zimfly, Inc. Delaware

March 2, 2021 S-1/A

- AMENDMENT NO. 1 TO FORM S-1

Table of Contents As filed with the Securities and Exchange Commission on March 2, 2021.

March 6, 2020 CORRESP

Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800 t: (415) 693-2000 f: (415) 693-2222 cooley.com

Rachel B. Proffitt +1 415 693 2031 [email protected] March 6, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Bernard Nolan Larry Spirgel Kathleen Collins Frank Knapp Re: Procore Technologies, Inc. Registration Statement on Form S-1 File No. 333-236789 Ladies and Gentlemen: On behalf of Procore Technologies, Inc. (?Pro

March 5, 2020 CORRESP

Cooley LLP 3175 Hanover Street, Palo Alto, CA 94304-1130 t: (650) 843-5000 f: (650) 849-7400 cooley.com

* FOIA Confidential Treatment Request* Confidential Treatment Requested by Procore Technologies, Inc.

February 28, 2020 EX-10.6

Lease by and between 6267 Carp Ave, LLC, and the Registrant, dated as of November 1, 2017

Exhibit 10.6 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. Basic Provisions (?Basic Provisions?). 1.1 Parties: This Lease (?Lease ?), dated for reference purposes only November 1, 2017, is made by and between 6267 Carp Ave, LLC, a California limited liability company (?Lessor?) and Procore Technologies, Inc., a Delaware corporation (?Lessee?), (c

February 28, 2020 EX-10.7

Lease by and between 6303 Carpinteria Avenue, LLC, and the Registrant, dated as of October 5, 2015, as amended

Exhibit 10.7 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. Basic Provisions (?Basic Provisions?). 1.1 Parties: This Lease (?Lease?), dated for reference purposes only October 5, 2015, is made by and between 6303 Carpinteria Avenue, LLC, a Delaware limited liability company (?Lessor?) and Procore Technologies, Inc., a California corporation (?Less

February 28, 2020 EX-3.2

Amended and Restated Bylaws of the Registrant, as amended and currently in effect.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PROCORE TECHNOLOGIES, INC. a Delaware corporation ARTICLE I MEETINGS OF STOCKHOLDERS 1.1. Place of Meetings. All meetings of the stockholders of Procore Technologies, Inc. (the ?Corporation?) shall be held at any place, within or outside the State of Delaware, determined by the Corporation?s Board of Directors (the ?Board?). The Board may, in its sole dis

February 28, 2020 EX-10.10

Cash Incentive Bonus Plan

Exhibit 10.10 PROCORE TECHNOLOGIES, INC. CASH INCENTIVE BONUS PLAN Adopted by the Board of Directors on February 19, 2020 1. Purposes of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities, and (b) achieve the Company?s objectives. 2. Definitions. (a) ?Affiliate? means any corporation or o

February 28, 2020 EX-10.9

Loan and Security Agreement by and between Silicon Valley Bank and the Registrant, dated October 23, 2018 and related amendments, as amended and restated on February 14, 2020

Exhibit 10.9 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of February 14, 2020 (the ?Effective Date?) between SILICON VALLEY BANK, a California corporation (?Bank?), and PROCORE TECHNOLOGIES, INC., a Delaware corporation (?Borrower?), provides the terms on which Bank shall lend to Borrower and Borrower shall repa

February 28, 2020 EX-10.4

Lease by and between Carp Two, LLC, and the Registrant, dated as of August 13, 2013, as amended

Exhibit 10.4 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. Basic Provisions (?Basic Provisions?). 1.1 Parties: This Lease (?Lease?), dated for reference purposes only August 13, 2013, is made by and between Carp Two, LLC, a California limited liability company (?Lessor?) and Procore Technologies, Inc., a California corporation (?Lessee?), (collec

February 28, 2020 EX-3.4

Form of Amended and Restated Bylaws of the Registrant, to be effective immediately prior to the completion of the Registrant’s initial public offering.

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF PROCORE TECHNOLOGIES, INC. (A DELAWARE CORPORATION) [], 2020 Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 2 Section 6. Special Meetings 6 Section 7. N

February 28, 2020 S-1

As filed with the Securities and Exchange Commission on February 28, 2020.

Table of Contents As filed with the Securities and Exchange Commission on February 28, 2020.

February 28, 2020 EX-10.1

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

Exhibit 10.1 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of [DATE] by and between Procore Technologies, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, Indemnitee performs a valuable service for the Company; WHEREAS, the Board of Directors of the Company (the ?Board of Directors?) has adopted By

February 28, 2020 EX-10.5

Lease by and between Carp Two, LLC, and the Registrant, dated as of January 1, 2014, as amended

Exhibit 10.5 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. Basic Provisions (?Basic Provisions?). 1.1 Parties: This Lease (?Lease?), dated for reference purposes only January 1, 2014, is made by and between Carp Two, LLC, a California limited liability company (?Lessor?) and Procore Technologies, Inc., a California corporation (?Lessee?), (collec

February 28, 2020 EX-10.2

Procore Technologies, Inc. 2014 Equity Incentive Plan and related form agreements

Exhibit 10.2 PROCORE TECHNOLOGIES, INC. 2014 EQUITY INCENTIVE PLAN 1. Establishment, Purpose and Types of Awards Procore Technologies, Inc., a Delaware corporation (the ?Company?), hereby establishes the PROCORE TECHNOLOGIES, INC. 2014 EQUITY INCENTIVE PLAN (the ?Plan?). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with inc

February 28, 2020 EX-3.1

Amended and Restated Certificate of Incorporation of the Registrant, as amended and currently in effect.

Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROCORE TECHNOLOGIES, INC. Procore Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), certifies that: A. The name of the Company is Procore Technologies, Inc. The Company?s original Certificate of Incorporation was filed with the Secretary of State of the State of

February 28, 2020 EX-4.2

Sixth Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated September 24, 2019

Exhibit 4.2 PROCORE TECHNOLOGIES, INC. SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the ?Agreement?) is entered into as of September 24, 2019, by and among PROCORE TECHNOLOGIES, INC., a Delaware corporation (the ?Company?) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the ?Investors? and each individually

February 28, 2020 EX-3.3

Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective upon the completion of this offering.

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROCORE TECHNOLOGIES, INC. The undersigned, Craig F. Courtemanche, Jr., hereby certifies that: ONE: The original name of this corporation was Procore Technologies, Inc. and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was June 5, 2014. TWO: The u

February 28, 2020 EX-21.1

List of subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant Procore Technologies, Inc. Procore Technologies Canada Inc. Procore Technologies Pty Ltd. Procore UK Ltd. Procore Technologies Mexico, S. De R.L. de C.V. Procore International, Inc. Zimfly, Inc. Honest Buildings, LLC Construction BI, LLC

February 28, 2020 EX-10.8

Lease by and between 6303 Carpinteria Avenue, LLC, and the Registrant, dated as of May 25, 2016

Exhibit 10.8 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. Basic Provisions (?Basic Provisions?). 1.1 Parties: This Lease (?Lease?), dated for reference purposes only May 25, 2016, is made by and between 6303 Carpinteria Avenue, LLC, a Delaware limited liability company (?Lessor?) and Procore Technologies, Inc., a Delaware corporation (?Lessee?),

February 25, 2020 DRSLTR

Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800 t: (415) 693-2000 f: (415) 693-2222 cooley.com

Rachel B. Proffitt +1 415 693 2031 [email protected] February 25, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Bernard Nolan Larry Spirgel Kathleen Collins Frank Knapp Re: Procore Technologies, Inc. Draft Registration Statement on Form S-1 Submitted November 21, 2019 CIK No. 0001611052 Ladies and Gentlemen: On behal

February 25, 2020 EX-10.1

INDEMNIFICATION AGREEMENT

Exhibit 10.1 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of , 20, by and between Procore Technologies, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, Indemnitee performs a valuable service for the Company; WHEREAS, the Board of Directors of the Company (the ?Board of Directors?) has adopted Byl

February 25, 2020 EX-10.9

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.9 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of February 14, 2020 (the ?Effective Date?) between SILICON VALLEY BANK, a California corporation (?Bank?), and PROCORE TECHNOLOGIES, INC., a Delaware corporation (?Borrower?), provides the terms on which Bank shall lend to Borrower and Borrower shall repa

February 25, 2020 EX-10.10

PROCORE TECHNOLOGIES, INC. CASH INCENTIVE BONUS PLAN Adopted by the Board of Directors on February 19, 2020

Exhibit 10.10 PROCORE TECHNOLOGIES, INC. CASH INCENTIVE BONUS PLAN Adopted by the Board of Directors on February 19, 2020 1. Purposes of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities, and (b) achieve the Company?s objectives. 2. Definitions. (a) ?Affiliate? means any corporation or o

February 25, 2020 DRS/A

As confidentially submitted to the Securities and Exchange Commission on February 25, 2020. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 25, 2020. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FO

February 4, 2020 DRS/A

As confidentially submitted to the Securities and Exchange Commission on February 4, 2020. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly c

Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 4, 2020.

February 3, 2020 DRSLTR

Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800 t: (415) 693-2000 f: (415) 693-2222 cooley.com

Rachel B. Proffitt +1 415 693 2031 [email protected] February 4, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Bernard Nolan Larry Spirgel Kathleen Collins Frank Knapp Re: Procore Technologies, Inc. Draft Registration Statement on Form S-1 Submitted November 21, 2019 CIK No. 0001611052 Ladies and Gentlemen: On behalf

January 13, 2020 EX-10.4

AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET

Exhibit 10.4 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. Basic Provisions (?Basic Provisions?). 1.1 Parties: This Lease (?Lease?), dated for reference purposes only August 13, 2013, is made by and between Carp Two, LLC, a California limited liability company (?Lessor?) and Procore Technologies, Inc., a California corporation (?Lessee?), (collec

January 13, 2020 EX-10.7

AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET

Exhibit 10.7 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. Basic Provisions (?Basic Provisions?). 1.1 Parties: This Lease (?Lease?), dated for reference purposes only October 5, 2015, is made by and between 6303 Carpinteria Avenue, LLC, a Delaware limited liability company (?Lessor?) and Procore Technologies, Inc., a California corporation (?Less

January 13, 2020 EX-4.2

PROCORE TECHNOLOGIES, INC. SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.2 PROCORE TECHNOLOGIES, INC. SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the ?Agreement?) is entered into as of September 24, 2019, by and among PROCORE TECHNOLOGIES, INC., a Delaware corporation (the ?Company?) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the ?Investors? and each individually

January 13, 2020 DRSLTR

Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800 t: (415) 693-2000 f: (415) 693-2222 cooley.com

Rachel B. Proffitt +1 415 693 2031 [email protected] January 13, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Bernard Nolan Larry Spirgel Kathleen Collins Frank Knapp Re: Procore Technologies, Inc. Draft Registration Statement on Form S-1 Submitted November 21, 2019 CIK No. 0001611052 Ladies and Gentlemen: On behalf

January 13, 2020 DRS/A

As confidentially submitted to the Securities and Exchange Commission on January 13, 2020. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly c

Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 13, 2020.

January 13, 2020 EX-10.8

AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET

Exhibit 10.8 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. Basic Provisions (?Basic Provisions?). 1.1 Parties: This Lease (?Lease?), dated for reference purposes only May 25, 2016, is made by and between 6303 Carpinteria Avenue, LLC, a Delaware limited liability company (?Lessor?) and Procore Technologies, Inc., a Delaware corporation (?Lessee?),

January 13, 2020 EX-10.5

AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET

Exhibit 10.5 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. Basic Provisions (?Basic Provisions?). 1.1 Parties: This Lease (?Lease?), dated for reference purposes only January 1, 2014, is made by and between Carp Two, LLC, a California limited liability company (?Lessor?) and Procore Technologies, Inc., a California corporation (?Lessee?), (collec

January 13, 2020 EX-10.6

AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET

Exhibit 10.6 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. Basic Provisions (?Basic Provisions?). 1.1 Parties: This Lease (?Lease ?), dated for reference purposes only November 1, 2017, is made by and between 6267 Carp Ave, LLC, a California limited liability company (?Lessor?) and Procore Technologies, Inc., a Delaware corporation (?Lessee?), (c

November 21, 2019 EX-21.1

You’ve Exceeded the SEC’s Traffic Limit

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

November 21, 2019 EX-10.2

PROCORE TECHNOLOGIES, INC. 2014 EQUITY INCENTIVE PLAN

Exhibit 10.2 PROCORE TECHNOLOGIES, INC. 2014 EQUITY INCENTIVE PLAN 1. Establishment, Purpose and Types of Awards Procore Technologies, Inc., a Delaware corporation (the ?Company?), hereby establishes the PROCORE TECHNOLOGIES, INC. 2014 EQUITY INCENTIVE PLAN (the ?Plan?). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with inc

November 21, 2019 EX-3.1

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROCORE TECHNOLOGIES, INC. Procore Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), certifies that: A. The name of the Company is Procore Technologies, Inc. The Company?s original Certificate of Incorporation was filed with the Secretary of State of the State of

November 21, 2019 EX-3.2

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PROCORE TECHNOLOGIES, INC. a Delaware corporation ARTICLE I MEETINGS OF STOCKHOLDERS 1.1. Place of Meetings. All meetings of the stockholders of Procore Technologies, Inc. (the ?Corporation?) shall be held at any place, within or outside the State of Delaware, determined by the Corporation?s Board of Directors (the ?Board?). The Board may, in its sole dis

November 21, 2019 DRS

As confidentially submitted to the Securities and Exchange Commission on November 21, 2019. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confiden

Table of Contents As confidentially submitted to the Securities and Exchange Commission on November 21, 2019.

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