Procore Technologies reported a net loss of $4.59 million

Item 6.

Exhibits

63

Signatures

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q are forward-looking statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and our objectives for future operations. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," or "would," or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. These forward-looking statements include, but are not limited to, statements concerning the following:

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

• our ability to effectively manage our growth and investments, including through our go-to-market ("GTM") operating model;

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

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

• our ability to attract new customers and retain and increase sales to existing customers;

• our ability to expand internationally;

• the effects of increased competition in our markets and our ability to compete effectively;

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

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

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

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

• our expectations regarding our 2031 Notes (as defined below)⁷, including our ability to meet the requirements of the 2031 Notes and meet our cash needs to repay the 2031 Notes when they come due;

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

• our expectations regarding our ability to successfully integrate DroneDeploy, Inc.⁷, a Delaware corporation ("DroneDeploy"), into our business and receive the anticipated benefits from such transaction;

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

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

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

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

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• the future trading price of our common stock; and

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

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in Part II, Item 1A, "Risk Factors" of our Quarterly Report on Form 10-Q dated July 31, 2026⁷. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

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

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on

Item 1. Financial Statements

Procore Technologies, Inc.

Condensed Consolidated Balance Sheets (unaudited) (in thousands, except number of shares and par value) September 30,

2026 December 31,

2025

Assets

Current assets

Prepaid expenses and other current assets 97,629 55,157

— 42,529

Capitalized software development costs, net 156,320 142,228

Property and equipment, net 52,205 48,624

Right of use assets - finance leases 11 19,619

Right of use assets - operating leases 50,548 36,024

Contract cost asset, non-current 93,582 79,004

Liabilities and Stockholders' Equity

Current liabilities

Finance lease liabilities, non-current — 26,557

Operating lease liabilities, non-current 62,082 45,855

Convertible notes, non-current 927,940 —⁵

Commitments and contingencies (Note 10)

Stockholders' equity

Preferred stock, $ 0.0001 par value, 100,000,000 shares authorized at September 30, 2026 and December 31, 2025; 0 shares issued and outstanding at September 30, 2026 and December 31, 2025.

— —

Common stock, $ 0.0001 par value, 1,000,000,000 shares authorized at September 30, 2026 and December 31, 2025; 149,538,649 and 151,708,564 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively.

Total liabilities and stockholders' equity $ 3,072,230 $ 2,239,065

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

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Procore Technologies, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)

Operating expenses

Other comprehensive income (loss)

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

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Procore Technologies, Inc.

Condensed Consolidated Statements of Stockholders' Equity (unaudited)

Common Stock Additional

Paid-in

Capital Accumulated

Other

Comprehensive

Loss Accumulated

Deficit Total

Stockholders'

Equity (in thousands, except share amounts) Shares Amount

Issuance of common stock upon settlement of restricted stock units 882,979 — — — — —

Issuance of common stock upon settlement of restricted stock units 865,285 — — — — —

Issuance of common stock for employee stock purchase plan 245,276 — 14,404 — — 1