Procore Technologies, Inc 8-K, filed Nov 3, 2026
Procore Technologies, Inc. (PCOR)
8-K
2026-11-03
For: 2026-11-03
View Original
Added on
November 04, 2026
About this 8-K
Procore Technologies, Inc filed this 8-K on November 3, 2026.
Procore Technologies, Inc. reported third-quarter revenue of $402 million, up 19% year-over-year, and raised full-year 2026 revenue guidance to $1,557.0 million to $1,559.0 million. Non-GAAP operating margin guidance is 19.0% to 19.5%. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: 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 3, 2026
___________________________________________________
(Exact name of Registrant as Specified in Its Charter)
___________________________________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (866) 477-6267
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
___________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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. 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 “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 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
______________________________
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: | By: | /s/ Benjamin C. Singer | ||||||
| Benjamin C. Singer Chief Legal Officer and Corporate Secretary | ||||||||
Exhibit 99.1
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.
•GAAP gross margin was 80% and non-GAAP gross margin was 84%.
•GAAP operating margin was (2%) and non-GAAP operating margin was 23%.
•Operating cash inflow for the third quarter was $96 million, an increase of 8% year-over-year.
•Free cash inflow for the third quarter was $73 million, an increase of 8% year-over-year.
•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.
•Number of organic customers contributing more than $100,000 of annual recurring revenue totaled 2,968 as of September 30, 2026, 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 million, 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%.
•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. 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 will be funded using Procore’s working capital and will expire on October 30, 2027.
Quarterly Conference Call
Procore Technologies, Inc. will hold a conference call to discuss its third quarter results at 8:30 a.m., Eastern Time, on Wednesday, November 4, 2026. A live audio webcast will be accessible on Procore's investor relations website at http://investors.procore.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about Procore and its industry, including our outlook for the fourth quarter 2026, the full fiscal year 2026, and the full fiscal year 2027, our expectations regarding the performance of our business and product offerings, and our ability to drive durable, profitable growth, that involve substantial risks and uncertainties. All statements in this press release, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events, future financial or operating performance, or new, planned, or upgraded products, services, or features, and may be identified by the use of 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 Procore’s expectations, strategy, plans, or intentions.
Procore has based the forward-looking statements contained in this press release primarily on its current expectations and projections about future events and trends that Procore believes may affect its 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 that could cause results to differ materially from Procore’s current expectations. Such factors include, but are not limited to, 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 challenges in our business and in the markets in which we operate or anticipate entering into, economic and industry trends (in particular, the rate of adoption of construction management software and digitization of the construction industry, inflation, interest rates, tariffs, and challenging geopolitical or macroeconomic conditions), our ability to successfully identify and complete acquisitions, joint ventures, or investments (including our ability to successfully integrate and realize the expected benefits of the foregoing, as applicable), our ability to realize the expected benefits of our go-to-market model, 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 estimated total addressable market, our ability to execute, and realize benefits from, our stock repurchase program, our ability to develop and integrate new products, platform capabilities, services, and features in an efficient and timely manner and get our customers and prospective customers to adopt such new products, platform capabilities, services, and features, our ability to successfully incorporate AI into our products, services, and platform, and deploy AI in our business operations, our ability to manage our debt, the impact of litigation or other disputes on our business, and other factors as set forth in Procore’s filings with the Securities and Exchange Commission, including in the section titled “Risk Factors” in Procore’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed on July 31, 2026. You should not rely on Procore’s forward-looking statements. Procore assumes no obligation to update any forward-looking statements to reflect events or circumstances that exist or change after the date on which they were made, except as required by law.
Non-GAAP Financial Measures
In addition to Procore’s results determined in accordance with U.S. generally accepted accounting principles, or GAAP, Procore believes certain non-GAAP measures, as described below, are useful in evaluating Procore’s operating performance. Procore uses this non-GAAP financial information, collectively, to evaluate its ongoing operations as well as for internal planning and forecasting purposes. Procore believes that non-GAAP financial information, when taken collectively, is helpful to investors because it provides consistency and comparability with past financial performance, and may assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. These non-GAAP financial measures are not prepared in accordance with GAAP, and are presented for supplemental purposes only.
Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Expenses, Non-GAAP Income from Operations, Non-GAAP Operating Margin, Non-GAAP Net Income, and Non-GAAP Net Income per Share: Procore defines these non-GAAP financial measures as the respective GAAP measures, excluding stock-based compensation expense, amortization of acquired intangible assets, employer payroll tax related to employee stock transactions, acquisition-related expenses, and impacts of income tax effects on non-GAAP net income and non-GAAP net income per share. Non-GAAP gross margin is the ratio calculated by dividing non-GAAP gross profit by total revenue. Non-GAAP operating margin is the ratio calculated by dividing non-GAAP income from operations by total revenue. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Non-GAAP diluted earnings per share is computed by giving effect to all potential weighted average dilutive common stock equivalents outstanding for the period, including options to purchase common stock, restricted stock units, and shares to be issued pursuant to the employee stock purchase plan. The dilutive effect of outstanding awards is reflected in non-GAAP diluted earnings per share by application of the treasury stock method.
Stock-based compensation expense includes the net effects of capitalization and amortization of stock-based compensation expense related to capitalized software and cloud-computing arrangement implementation costs. Stock-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in Procore's business and an important part of the compensation provided to its employees. Because of varying available valuation methodologies, subjective assumptions, and the variety of equity instruments that can impact a company’s non-cash expenses, Procore believes that providing non-GAAP financial measures that exclude stock-based compensation expense allows for meaningful comparisons between its operating results from period to period. The expense related to amortization of acquired intangible assets is a non-cash expense and is dependent upon estimates and assumptions, which can vary significantly and are unique to each asset acquired; therefore, Procore believes non-GAAP measures that adjust for the
amortization of acquired intangible assets provide investors a consistent basis for comparison across accounting periods. The amount of employer payroll tax-related items on employee stock transactions is dependent on restricted stock unit settlements, option exercises, related stock price, and other factors that are beyond Procore’s control and that do not correlate to the operation of the business. When evaluating the performance of its business and making operating plans, Procore does not consider these items (for example, when considering the impact of equity award grants, we place a greater emphasis on overall stockholder dilution than the accounting charges associated with such grants). Since the amount of employer payroll tax-related items on employee stock transactions is highly variable due to factors outside Procore's control, and unrelated to Procore’s core operations, operating results, revenue-generating activities, business strategy, industry, or regulatory environment, management does not consider employer payroll tax on employee stock transactions in the evaluation of the business or in making operating plans. Accordingly, Procore believes this adjustment in arriving at these non-GAAP measures provides investors with a better understanding of the performance of its core business in a manner that is consistent with management’s view of the business. Acquisition-related expenses include external and incremental transaction costs, such as legal and due diligence costs and retention or other compensation payments. These expenses are unpredictable and generally would not have otherwise been incurred in the periods presented as part of Procore's continuing operations. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related expenses, may not be indicative of such future costs. Procore believes that excluding acquisition-related expenses facilitates the comparison of its financial results to its historical operating results and to other companies in its industry. In the first quarter of FY26, Procore began utilizing a non-GAAP annual effective tax rate for the computation of non-GAAP income tax effects to provide better consistency across interim reporting periods. In projecting the non-GAAP tax rate, we utilize a financial projection that excludes the impact of other non-GAAP adjustments, including the current tax structure, Procore's existing tax positions in various jurisdictions, and key legislation in major jurisdictions where we operate. We periodically re-evaluate the non-GAAP effective tax rate, as necessary, for significant events based on relevant tax law changes and material changes in Procore's geographic profile. When evaluating the transition to using a non-GAAP annual effective tax rate, Procore considered financial projections paired with the three-year history of positive non-GAAP net income results. Procore believes that it is useful to utilize a non-GAAP annual effective rate prospectively in order to better understand the long-term performance of its core business and to facilitate comparison of its results period-over-period and to those of peer companies. All of these non-GAAP financial measures are important tools for financial and operational decision-making and for evaluating Procore's own operating results over different periods of time.
Non-GAAP financial measures may not provide information that is directly comparable to information provided by other companies in Procore's industry, as other companies in the industry may calculate non-GAAP financial measures differently. In addition, there are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies, and exclude expenses that may have a material impact on Procore's reported financial results. Unlike stock-based compensation expense, employer payroll tax related to employee stock transactions is a cash expense that we will continue to incur in the future. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Investors should review the reconciliation of non-GAAP financial measures to the comparable GAAP financial measures included below, and not rely on any single financial measure to evaluate Procore's business.
Free Cash Flow: Procore defines free cash flow as net cash provided by operating activities, less purchases of property and equipment and capitalized software development costs. Procore believes free cash flow is an important liquidity measure of the cash (if any) that is available, after our operating activities and capital expenditures. Procore uses free cash flow in conjunction with traditional GAAP measures to assess its liquidity and evaluate the effectiveness of its business strategies. Once Procore’s business needs and obligations are met, cash can be used to maintain a strong balance sheet, invest in future growth, and execute our stock repurchase program.
Other Metrics
Customer Count: The aforementioned customer count excludes customers acquired from business combinations that do not have standard Procore annual contracts.
Gross Revenue Retention Rate and Annual Recurring Revenue: For information on how we calculate gross revenue retention rate and annual recurring revenue, refer to Procore's most recent Quarterly Report on Form 10-Q.
About Procore
Procore Technologies, Inc. (NYSE: PCOR) is a leading technology partner for every stage of construction. Built for the industry, Procore’s unified technology platform drives efficiency and mitigates risk through AI & data-driven insights and decision making. Over three million projects have run on Procore across 150+ countries. For more information, visit www.procore.com.
Media Contact
press@procore.com
Investor Contact
ir@procore.com
Procore Technologies, Inc.
Condensed Consolidated Statements of Operations (unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands, except share and per share amounts) | |||||||||||||||||||||||
| Revenue | $ | 402,313 | $ | 338,851 | $ | 1,136,803 | $ | 973,402 | |||||||||||||||
Cost of revenue(1)(2)(3)(4) | 78,695 | 68,762 | 225,599 | 201,420 | |||||||||||||||||||
| Gross profit | 323,618 | 270,089 | 911,204 | 771,982 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
Sales and marketing(1)(2)(3)(4) | 149,971 | 144,290 | 444,937 | 424,871 | |||||||||||||||||||
Research and development(1)(2)(3)(4) | 108,481 | 88,049 | 287,395 | 264,560 | |||||||||||||||||||
General and administrative(1)(3)(4) | 72,348 | 52,780 | 197,398 | 164,093 | |||||||||||||||||||
| Total operating expenses | 330,800 | 285,119 | 929,730 | 853,524 | |||||||||||||||||||
| Loss from operations | (7,182) | (15,030) | (18,526) | (81,542) | |||||||||||||||||||
| Interest income | 7,573 | 4,826 | 16,517 | 15,838 | |||||||||||||||||||
| Interest expense | (4,962) | (276) | (5,409) | (859) | |||||||||||||||||||
| Accretion income, net | 391 | 2,068 | 2,102 | 6,542 | |||||||||||||||||||
| Other income (expense), net | 492 | (210) | 5,815 | 2,204 | |||||||||||||||||||
| (Loss) income before provision for (benefit from) income taxes | (3,688) | (8,622) | 499 | (57,817) | |||||||||||||||||||
| Provision for (benefit from) income taxes | 901 | 479 | (2,738) | 5,362 | |||||||||||||||||||
| Net (loss) income | $ | (4,589) | $ | (9,101) | $ | 3,237 | $ | (63,179) | |||||||||||||||
| Net (loss) income per share attributable to common stockholders, basic | $ | (0.03) | $ | (0.06) | $ | 0.02 | $ | (0.42) | |||||||||||||||
| Net (loss) income per share attributable to common stockholders, diluted | $ | (0.03) | $ | (0.06) | $ | 0.02 | $ | (0.42) | |||||||||||||||
| Weighted-average shares used in computing net (loss) income per share attributable to common stockholders, basic | 150,382,584 | 150,278,399 | 150,894,359 | 149,978,697 | |||||||||||||||||||
| Weighted-average shares used in computing net (loss) income per share attributable to common stockholders, diluted | 150,382,584 | 150,278,399 | 152,649,473 | 149,978,697 | |||||||||||||||||||
(1)Includes stock-based compensation expense and amortization of capitalized stock-based compensation as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Cost of revenue | $ | 6,207 | $ | 6,155 | $ | 18,345 | $ | 17,291 | |||||||||||||||
| Sales and marketing | 18,672 | 16,658 | 57,420 | 49,197 | |||||||||||||||||||
| Research and development | 23,624 | 20,969 | 64,173 | 60,630 | |||||||||||||||||||
| General and administrative | 13,822 | 15,491 | 43,436 | 41,591 | |||||||||||||||||||
| Total stock-based compensation expense* | $ | 62,325 | $ | 59,273 | $ | 183,374 | $ | 168,709 | |||||||||||||||
*Includes amortization of capitalized stock-based compensation of $3.7 million and $3.1 million, respectively, for the three months ended September 30, 2026 and 2025; and $11.0 million and $8.7 million, respectively, for the nine months ended September 30, 2026 and 2025, which was initially capitalized as capitalized software and cloud-computing arrangement implementation costs.
(2)Includes amortization of acquired intangible assets as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Cost of revenue | $ | 9,466 | $ | 7,659 | $ | 25,486 | $ | 23,276 | |||||||||||||||
| Sales and marketing | 1,577 | 3,346 | 3,603 | 9,998 | |||||||||||||||||||
| Research and development | — | 661 | 883 | 1,951 | |||||||||||||||||||
| Total amortization of acquired intangible assets | $ | 11,043 | $ | 11,666 | $ | 29,972 | $ | 35,225 | |||||||||||||||
(3)Includes employer payroll tax on employee stock transactions as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Cost of revenue | $ | 140 | $ | 181 | $ | 443 | $ | 642 | |||||||||||||||
| Sales and marketing | 558 | 560 | 1,882 | 2,439 | |||||||||||||||||||
| Research and development | 668 | 629 | 2,405 | 3,458 | |||||||||||||||||||
| General and administrative | 324 | 294 | 1,141 | 1,639 | |||||||||||||||||||
| Total employer payroll tax on employee stock transactions | $ | 1,690 | $ | 1,664 | $ | 5,871 | $ | 8,178 | |||||||||||||||
(4)Includes acquisition-related expenses as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Cost of revenue | $ | 307 | $ | — | $ | 307 | $ | — | |||||||||||||||
| Sales and marketing | 4,050 | 139 | 4,370 | 933 | |||||||||||||||||||
| Research and development | 9,416 | 695 | 15,003 | 2,439 | |||||||||||||||||||
| General and administrative | 12,788 | 238 | 15,331 | 779 | |||||||||||||||||||
| Total acquisition-related expenses | $ | 26,561 | $ | 1,072 | $ | 35,011 | $ | 4,151 | |||||||||||||||
Procore Technologies, Inc.
Condensed Consolidated Balance Sheets (unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 540,017 | $ | 480,684 | |||||||
| Marketable securities, current | 73,852 | 287,802 | |||||||||
| Accounts receivable, net | 260,845 | 287,805 | |||||||||
| Contract cost asset, current | 65,235 | 55,384 | |||||||||
| Prepaid expenses and other current assets | 97,629 | 55,157 | |||||||||
| Total current assets | 1,037,578 | 1,166,832 | |||||||||
| Marketable securities, non-current | — | 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 | |||||||||
| Intangible assets, net | 389,490 | 105,364 | |||||||||
| Goodwill | 1,254,948 | 574,083 | |||||||||
| Other assets | 37,548 | 24,758 | |||||||||
| Total assets | $ | 3,072,230 | $ | 2,239,065 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 45,387 | $ | 25,168 | |||||||
| Accrued expenses | 136,847 | 130,280 | |||||||||
| Deferred revenue, current | 717,895 | 687,062 | |||||||||
| Other current liabilities | 83,217 | 42,047 | |||||||||
| Total current liabilities | 983,346 | 884,557 | |||||||||
| Deferred revenue, non-current | 3,759 | 6,041 | |||||||||
| Finance lease liabilities, non-current | — | 26,557 | |||||||||
| Operating lease liabilities, non-current | 62,082 | 45,855 | |||||||||
| Convertible notes, non-current | 927,940 | — | |||||||||
| Other liabilities, non-current | 10,261 | 13,793 | |||||||||
| Total liabilities | 1,987,388 | 976,803 | |||||||||
| Stockholders’ equity | |||||||||||
| Common stock | 15 | 15 | |||||||||
| Additional paid-in capital | 2,429,555 | 2,609,093 | |||||||||
| Accumulated other comprehensive loss | (2,389) | (1,270) | |||||||||
| Accumulated deficit | (1,342,339) | (1,345,576) | |||||||||
| Total stockholders’ equity | 1,084,842 | 1,262,262 | |||||||||
| Total liabilities and stockholders’ equity | $ | 3,072,230 | $ | 2,239,065 | |||||||
Remaining performance obligation:
The following table presents our current and non-current remaining performance obligations at the end of each period:
| September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Dollar | Percent | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Remaining performance obligations | |||||||||||||||||||||||
| Current | $ | 1,174,246 | $ | 911,220 | $ | 263,026 | 29 | % | |||||||||||||||
| Non-current | 635,467 | 498,314 | 137,153 | 28 | % | ||||||||||||||||||
| Total remaining performance obligations | $ | 1,809,713 | $ | 1,409,534 | $ | 400,179 | 28 | % | |||||||||||||||
Procore Technologies, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Operating activities | |||||||||||||||||||||||
Net (loss) income | $ | (4,589) | $ | (9,101) | $ | 3,237 | $ | (63,179) | |||||||||||||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities | |||||||||||||||||||||||
| Stock-based compensation | 58,593 | 56,153 | 172,349 | 160,023 | |||||||||||||||||||
| Depreciation and amortization | 33,520 | 29,196 | 93,492 | 83,288 | |||||||||||||||||||
| Accretion of discounts on marketable debt securities, net | (390) | (1,868) | (2,102) | (6,163) | |||||||||||||||||||
| Abandonment of long-lived assets | 1,768 | 413 | 3,652 | 2,868 | |||||||||||||||||||
Convertible note interest | 673 | — | 673 | — | |||||||||||||||||||
| Gain on lease modifications | — | — | (5,775) | — | |||||||||||||||||||
| Noncash operating lease expense | 2,011 | 1,382 | 5,486 | 4,311 | |||||||||||||||||||
Unrealized foreign currency (gain) loss, net | (128) | 628 | 3,008 | (1,522) | |||||||||||||||||||
| Deferred income taxes | (2,020) | 623 | (6,212) | 2,191 | |||||||||||||||||||
| Provision for (benefit from) credit losses | 245 | (118) | 151 | (1,084) | |||||||||||||||||||
| (Increase) decrease in fair value of strategic investments | (69) | 54 | (6,659) | 237 | |||||||||||||||||||
| Changes in operating assets and liabilities, net of effect of asset acquisitions and business combinations | |||||||||||||||||||||||
| Accounts receivable | (8,354) | (12,007) | 38,451 | 42,611 | |||||||||||||||||||
| Deferred contract cost assets | (8,731) | (11,592) | (24,430) | (31,767) | |||||||||||||||||||
| Prepaid expenses and other assets | (17,867) | (7,263) | (24,440) | (16,499) | |||||||||||||||||||
| Accounts payable | 10,027 | 8,782 | 18,215 | (4,191) | |||||||||||||||||||
| Accrued expenses and other liabilities | 26,447 | 18,536 | 4,667 | 30,168 | |||||||||||||||||||
| Deferred revenue | 4,770 | 12,996 | (10,969) | (15,313) | |||||||||||||||||||
| Operating lease liabilities | (213) | 1,658 | (2,472) | (651) | |||||||||||||||||||
| Net cash provided by operating activities | 95,693 | 88,472 | 260,322 | 185,328 | |||||||||||||||||||
| Investing activities | |||||||||||||||||||||||
| Purchases of property and equipment | (4,147) | (5,392) | (14,090) | (12,400) | |||||||||||||||||||
| Capitalized software development costs | (18,551) | (15,343) | (52,668) | (47,900) | |||||||||||||||||||
| Purchases of strategic investments | (1,349) | (739) | (1,715) | (1,641) | |||||||||||||||||||
| Sales of strategic investments | 83 | — | 455 | — | |||||||||||||||||||
| Purchases of marketable securities | — | (59,207) | — | (277,813) | |||||||||||||||||||
| Maturities of marketable securities | 87,264 | 63,365 | 150,375 | 287,024 | |||||||||||||||||||
| Sales of marketable securities | — | 2,698 | 106,731 | 2,698 | |||||||||||||||||||
| Business combinations, net of cash acquired | (790,460) | — | (949,356) | (41,515) | |||||||||||||||||||
| Asset acquisitions, net of cash acquired | — | — | — | (3,533) | |||||||||||||||||||
Net cash (used in) provided by investing activities | (727,160) | (14,618) | (760,268) | (95,080) | |||||||||||||||||||
| Financing activities | |||||||||||||||||||||||
| Proceeds from stock option exercises | 2,336 | 1,172 | 6,752 | 8,779 | |||||||||||||||||||
| Proceeds from employee stock purchase plan | — | — | 13,007 | 14,404 | |||||||||||||||||||
| Repurchases of common stock | (175,000) | (25,655) | (275,035) | (128,815) | |||||||||||||||||||
| Proceeds from issuance of convertible notes | 950,000 | — | 950,000 | — | |||||||||||||||||||
Payment of capped call transactions | (59,090) | — | (59,090) | — | |||||||||||||||||||
Payment of debt issuance costs | (22,734) | — | (22,734) | — | |||||||||||||||||||
| Payment of tax withholding for net share settlement | (18,711) | (21,318) | (49,224) | (71,173) | |||||||||||||||||||
| Payment of deferred asset acquisition consideration | (300) | — | (600) | — | |||||||||||||||||||
| Principal payments under finance lease agreements, net of proceeds from lease incentives | (18) | (416) | (746) | (1,216) | |||||||||||||||||||
| Net increase in funds held for customers | (3,555) | 6,251 | 18,584 | 6,251 | |||||||||||||||||||
| Net cash provided by (used in) financing activities | 672,928 | (39,966) | 580,914 | (171,770) | |||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | 41,461 | 33,888 | 80,968 | (81,522) | |||||||||||||||||||
| Effect of exchange rate changes on cash | 598 | (790) | (3,083) | 1,160 | |||||||||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 526,072 | 324,262 | 490,246 | 437,722 | |||||||||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 568,131 | $ | 357,360 | $ | 568,131 | $ | 357,360 | |||||||||||||||
Procore Technologies, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)
Reconciliation of gross profit and gross margin to non-GAAP gross profit and non-GAAP gross margin:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Revenue | $ | 402,313 | $ | 338,851 | $ | 1,136,803 | $ | 973,402 | |||||||||||||||
| Gross profit | 323,618 | 270,089 | 911,204 | 771,982 | |||||||||||||||||||
| Stock-based compensation expense | 6,207 | 6,155 | 18,345 | 17,291 | |||||||||||||||||||
| Amortization of acquired technology intangible assets | 9,466 | 7,659 | 25,486 | 23,276 | |||||||||||||||||||
| Employer payroll tax on employee stock transactions | 140 | 181 | 443 | 642 | |||||||||||||||||||
| Acquisition-related expenses | 307 | — | 307 | — | |||||||||||||||||||
| Non-GAAP gross profit | $ | 339,738 | $ | 284,084 | $ | 955,785 | $ | 813,191 | |||||||||||||||
| Gross margin | 80 | % | 80 | % | 80 | % | 79 | % | |||||||||||||||
| Non-GAAP gross margin | 84 | % | 84 | % | 84 | % | 84 | % | |||||||||||||||
Reconciliation of operating expenses to non-GAAP operating expenses:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Revenue | $ | 402,313 | $ | 338,851 | $ | 1,136,803 | $ | 973,402 | |||||||||||||||
| GAAP sales and marketing | 149,971 | 144,290 | 444,937 | 424,871 | |||||||||||||||||||
| Stock-based compensation expense | (18,672) | (16,658) | (57,420) | (49,197) | |||||||||||||||||||
| Amortization of acquired intangible assets | (1,577) | (3,346) | (3,603) | (9,998) | |||||||||||||||||||
| Employer payroll tax on employee stock transactions | (558) | (560) | (1,882) | (2,439) | |||||||||||||||||||
| Acquisition-related expenses | (4,050) | (139) | (4,370) | (933) | |||||||||||||||||||
| Non-GAAP sales and marketing | $ | 125,114 | $ | 123,587 | $ | 377,662 | $ | 362,304 | |||||||||||||||
| GAAP sales and marketing as a percentage of revenue | 37 | % | 43 | % | 39 | % | 44 | % | |||||||||||||||
| Non-GAAP sales and marketing as a percentage of revenue | 31 | % | 36 | % | 33 | % | 37 | % | |||||||||||||||
| GAAP research and development | $ | 108,481 | $ | 88,049 | $ | 287,395 | $ | 264,560 | |||||||||||||||
| Stock-based compensation expense | (23,624) | (20,969) | (64,173) | (60,630) | |||||||||||||||||||
| Amortization of acquired intangible assets | — | (661) | (883) | (1,951) | |||||||||||||||||||
| Employer payroll tax on employee stock transactions | (668) | (629) | (2,405) | (3,458) | |||||||||||||||||||
| Acquisition-related expenses | (9,416) | (695) | (15,003) | (2,439) | |||||||||||||||||||
| Non-GAAP research and development | $ | 74,773 | $ | 65,095 | $ | 204,931 | $ | 196,082 | |||||||||||||||
| GAAP research and development as a percentage of revenue | 27 | % | 26 | % | 25 | % | 27 | % | |||||||||||||||
| Non-GAAP research and development as a percentage of revenue | 19 | % | 19 | % | 18 | % | 20 | % | |||||||||||||||
| GAAP general and administrative | $ | 72,348 | $ | 52,780 | $ | 197,398 | $ | 164,093 | |||||||||||||||
| Stock-based compensation expense | (13,822) | (15,491) | (43,436) | (41,591) | |||||||||||||||||||
| Employer payroll tax on employee stock transactions | (324) | (294) | (1,141) | (1,639) | |||||||||||||||||||
| Acquisition-related expenses | (12,788) | (238) | (15,331) | (779) | |||||||||||||||||||
| Non-GAAP general and administrative | $ | 45,414 | $ | 36,757 | $ | 137,490 | $ | 120,084 | |||||||||||||||
| GAAP general and administrative as a percentage of revenue | 18 | % | 16 | % | 17 | % | 17 | % | |||||||||||||||
| Non-GAAP general and administrative as a percentage of revenue | 11 | % | 11 | % | 12 | % | 12 | % | |||||||||||||||
Reconciliation of income (loss) from operations and operating margin to non-GAAP income from operations and non-GAAP operating margin:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Revenue | $ | 402,313 | $ | 338,851 | $ | 1,136,803 | $ | 973,402 | |||||||||||||||
| (Loss) income from operations | (7,182) | (15,030) | (18,526) | (81,542) | |||||||||||||||||||
| Stock-based compensation expense | 62,325 | 59,273 | 183,374 | 168,709 | |||||||||||||||||||
| Amortization of acquired intangible assets | 11,043 | 11,666 | 29,972 | 35,225 | |||||||||||||||||||
| Employer payroll tax on employee stock transactions | 1,690 | 1,664 | 5,871 | 8,178 | |||||||||||||||||||
| Acquisition-related expenses | 26,561 | 1,072 | 35,011 | 4,151 | |||||||||||||||||||
| Non-GAAP income from operations | $ | 94,437 | $ | 58,645 | $ | 235,702 | $ | 134,721 | |||||||||||||||
| Operating margin | (2 | %) | (4 | %) | (2 | %) | (8 | %) | |||||||||||||||
| Non-GAAP operating margin | 23 | % | 17 | % | 21 | % | 14 | % | |||||||||||||||
Reconciliation of net income (loss) and net income (loss) per share to non-GAAP net income and non-GAAP net income per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands, except share and per share amounts) | |||||||||||||||||||||||
| Revenue | $ | 402,313 | $ | 338,851 | $ | 1,136,803 | $ | 973,402 | |||||||||||||||
| Net (loss) income | (4,589) | (9,101) | 3,237 | (63,179) | |||||||||||||||||||
| Stock-based compensation expense | 62,325 | 59,273 | 183,374 | 168,709 | |||||||||||||||||||
| Amortization of acquired intangible assets | 11,043 | 11,666 | 29,972 | 35,225 | |||||||||||||||||||
| Employer payroll tax on employee stock transactions | 1,690 | 1,664 | 5,871 | 8,178 | |||||||||||||||||||
| Acquisition-related expenses | 26,561 | 1,072 | 35,011 | 4,151 | |||||||||||||||||||
| Provision for income taxes* | (19,665) | — | (56,231) | — | |||||||||||||||||||
| Non-GAAP net income | $ | 77,365 | $ | 64,574 | $ | 201,234 | $ | 153,084 | |||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Non-GAAP net income | $ | 77,365 | $ | 64,574 | $ | 201,234 | $ | 153,084 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic | 150,382,584 | 150,278,399 | 150,894,359 | 149,978,697 | |||||||||||||||||||
| Effect of dilutive securities: Employee stock awards | 1,302,419 | 3,277,157 | 1,755,114 | 4,428,985 | |||||||||||||||||||
| Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted | 151,685,003 | 153,555,556 | 152,649,473 | 154,407,682 | |||||||||||||||||||
GAAP net (loss) income per share, basic | $ | (0.03) | $ | (0.06) | $ | 0.02 | $ | (0.42) | |||||||||||||||
GAAP net (loss) income per share, diluted | $ | (0.03) | $ | (0.06) | $ | 0.02 | $ | (0.42) | |||||||||||||||
| Non-GAAP net income per share, basic | $ | 0.51 | $ | 0.43 | $ | 1.33 | $ | 1.02 | |||||||||||||||
| Non-GAAP net income per share, diluted | $ | 0.51 | $ | 0.42 | $ | 1.32 | $ | 0.99 | |||||||||||||||
*For the three and nine months ended September 30, 2026, management has used an estimated annual effective non-GAAP tax rate of 21%.
Computation of free cash flow:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 95,693 | $ | 88,472 | $ | 260,322 | $ | 185,328 | |||||||||||||||
| Purchases of property and equipment | (4,147) | (5,392) | (14,090) | (12,400) | |||||||||||||||||||
| Capitalized software development costs | (18,551) | (15,343) | (52,668) | (47,900) | |||||||||||||||||||
| Non-GAAP free cash flow | $ | 72,995 | $ | 67,737 | $ | 193,564 | $ | 125,028 | |||||||||||||||