Entry into a Material Definitive Agreement. Indenture and Notes On August 6, 2026, Procore Technologies, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $950,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $125,000,000 principal amount of the Notes. The Notes were issued pursuant to an indenture, dated August…

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant. The information set forth under

Unregistered Sales of Equity Securities. The information set forth under

Other Events. Press Releases On August 3, 2026, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On August 3, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Forward-Looking Statements Any statements made in this Current Report on Form 8-K th…

of this Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in such item in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD. NOTE REGARDING FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K, including any exhibit hereto, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act about Procore, which include statements concerning…

Entry Into a Material Definitive Agreement. Agreement and Plan of Merger On July 27, 2026, Procore Technologies, Inc., a Delaware corporation (“Procore”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Procore, DF Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Procore (“Merger Sub”), DroneDeploy, Inc., a Delaware corporation (“DroneDeploy”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as t…

Results of Operations and Financial Condition. On July 29, 2026, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the…

Director — Erin Chapple: Erin Chapple voluntarily resigned as a member of the Board of Directors.

Results of Operations and Financial Condition. On May 5, 2026, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “…

Director — Dr. Vishal Misra: Dr. Vishal Misra was appointed as a new director and joined the Audit Committee.

Chief Financial Officer — Rachel Pyles: The company appointed Rachel Pyles as CFO Designate and will transition her to the role of CFO on April 1, 2026.

Results of Operations and Financial Condition. On February 12, 2026, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter and year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,…

Director — Brian Feinstein: Brian Feinstein resigned as a member of the Board of Directors, and Ronald Hovsepian was appointed to fill the vacancy.

CEO — Craig Courtemanche, Jr.: Craig Courtemanche, Jr. transitioned out of the CEO role as part of a planned succession with Dr. Ajei S. Gopal appointed as his successor.

Results of Operations and Financial Condition. On November 5, 2025, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amend…

CEO — Dr. Ajei S. Gopal: Dr. Ajei S. Gopal was appointed as the new CEO designate and will become the President and CEO of Procore Technologies, Inc.

Results of Operations and Financial Condition. On July 31, 2025, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the…

Results of Operations and Financial Condition. On May 1, 2025, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “…

CEO — Tooey Courtemanche: Mr. Courtemanche intends to transition to Executive Chairman upon the appointment of a successor.

Results of Operations and Financial Condition. On February 13, 2025, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter and year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,…

Results of Operations and Financial Condition. On October 30, 2024, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amend…

Results of Operations and Financial Condition. On August 1, 2024, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the…

Results of Operations and Financial Condition. On May 1, 2024, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended March 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “…

Results of Operations and Financial Condition. On February 15, 2024, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter and year ended December 31, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,…

Results of Operations and Financial Condition. On November 1, 2023, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended September 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amend…