Procore Technologies reported Q3 2026 results

Item 2.02 Results of Operations and Financial Condition.

On November 3, 2026, Procore Technologies, Inc. (the "Company") issued a press release announcing its results for the fiscal quarter ended September 30, 2026.^{1 1}A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.¹

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 amended² (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

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

Exhibit

Number Description

99.1 Press Release dated November 3 , 2026³

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)³

______________________________

SIGNATURES

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

Procore Technologies, Inc.

Date: November 3, 2026

By: /s/ Benjamin C. Singer

Benjamin C. Singer

Chief Legal Officer and Corporate Secretary

Procore Announces Third Quarter 2026 Financial Results

CARPINTERIA, CA – November 3, 2026 – Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the third quarter ended September 30, 2026.

"Q3 was another outstanding quarter, with revenue and margins above the high end of our guidance," said Ajei Gopal, President and CEO of Procore. "We delivered new capabilities across our flagship products and made Procore AI's digital coworkers generally available. We are well on our way to becoming a next-generation, AI-native construction management platform and a true system of intelligence for construction."

"Our Q3 performance reflects continued excellent execution across our core business, with revenue up 19%, including 2 percentage points from DroneDeploy," said Rachel Pyles, CFO of Procore. "Driven by that underlying momentum, we are raising our full-year revenue and margin outlook, reinforcing our commitment to durable, profitable growth and compounding free cash flow per share."

Third Quarter 2026 Financial Highlights:

• Revenue was $402 million, an increase of 19% year-over-year.⁴

• GAAP gross margin was 80% and non-GAAP gross margin was 84%.⁵

• GAAP operating margin was (2%) and non-GAAP operating margin was 23%.⁶

• Operating cash inflow for the third quarter was $96 million, an increase of 8% year-over-year.⁷

• Free cash inflow for the third quarter was $73 million, an increase of 8% year-over-year.⁷

• Basic and diluted WASO used for GAAP net loss per share was 150,382,584, relatively flat year-over-year. Diluted WASO used for non-GAAP earnings per share was 151,685,003, a change of (1%) year-over-year.

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

Recent Business Highlights:

• Achieved a gross revenue retention rate of 95% in the third quarter.⁸

• Number of organic customers contributing more than $100,000 of annual recurring revenue totaled 2,968 as of September 30, 2026⁸, an increase of 14% year-over-year.

• Acquired DroneDeploy and its 3D ground/aerial reality capture technology to expand Procore's visual intelligence and AI capabilities.

• Introduced Asset Register to continuously capture asset data and streamline contractor-to-owner project handovers.

• Launched Ground Pro via DroneDeploy to help turn everyday mobile site captures into actionable, measurable 3D records.

• Hosted Groundbreak 2026 and announced a new voice-first mobile experience, Procore AI Go, and strategic collaborations with NVIDIA and IBM, among other platform innovations.

Fourth Quarter, Full Year, and FY ' 27 Outlook:

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

• Fourth Quarter 2026 Outlook:

◦ Revenue is expected to be in the range of $420 million to $422 million⁹, including inorganic revenue from DroneDeploy of $19 million, representing year-over-year growth of 20.3% to 20.9%.

◦ Non-GAAP operating margin is expected to be in the range of 15.5% to 16.0%.⁹

• Full Year 2026 Outlook:

◦ Revenue is expected to be in the range of $1,557.0 million to $1,559.0 million, including inorganic revenue from DroneDeploy of $24 million, representing year-over-year growth of 17.7% to 17.9%.

◦ Non-GAAP operating margin is expected to be in the range of 19.0% to 19.5%.

◦ Free cash flow margin is expected to be 18.0%, including approximately $23 million in one-time cash payments related to our acquisition of DroneDeploy. Excluding these one-time cash payments, free cash flow margin is expected to be 19.5%.

• Full Year 2027 Outlook:

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

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

Stock Repurchase Program

On November 3, 2025, Procore's Board of Directors authorized a stock repurchase program to repurchase up to $300 million of Procore's outstanding common stock. That program expired on November 3, 2026. On October 30, 2026, the Board of Directors authorized a new stock repurchase program to repurchase up to $300 million of Procore's outstanding common stock.¹⁰ As was the case with the previous stock repurchase program, Procore intends to opportunistically repurchase shares based on market conditions through the open market (including via pre-set trading plans) or other transactions in accordance with applicable law. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. The new program does not obligate Procore to acquire any particular amount of common stock, or any common stock at all, and may be suspended or discontinued at any time at Procore's discretion. The program