Procore Technologies : Annual Report of 2026 Annual Report

Published: 2026-04-25 09:01:05 ET PCOR

Published on 04/25/2026 at 09:01 am EDT

Notice of 2026 Annual Meeting of Stockholders

s Proxy Statement

o PROCORE

TE CHNOLOG I ES , I NC . ANNUAL RE PORT

April 24, 2026

Dear Fellow Stockholders:

Procore's vision is to improve the lives of everyone in construction. In 2025, the company took monumental steps to transform our vision into reality-and to provide even greater value to our customers throughout the industry. And our customers showed their appreciation of our technology solutions by helping us to deliver excellent annual results. Our total revenue was $1.323 billion, representing 15% year-over-year growth. We achieved a (9%) GAAP operating margin and a 14% non-GAAP operating margin, a 400 basis point expansion year-over-year that reflects our ability to scale with efficiency even in a challenging construction environment. And, we generated $300 million in net cash provided by operating activities and $217 million in free cash flow, an increase of 70% year-over-year.

Those strong financials are thanks, in part, to the innovation we have driven into our core products-including our new Scheduling capability, Procore Connect for RFIs and Submittals, and our market-leading Financials and Pay products. We also expanded our existing BIM offerings with the acquisitions of Novorender and FlyPaper, empowering owners and builders to drive even greater predictability and reduce risk. We laid important groundwork for our Procore for Government solution, achieving FedRAMP Moderate Authorization in early 2026. This significant milestone enables U.S. public sector entities and contractors to securely manage and build construction projects. We have also helped customers take advantage of the benefits of artificial intelligence by weaving AI across our platform. And we continued to build on that momentum in early 2026 with our acquisition of Datagrid, which will accelerate our AI strategy and deliver enhanced data connectivity for customers.

We are now entering a new era of intelligent construction where AI is reshaping what is possible, and Procore is uniquely positioned to lead this transformation. With nearly 25 years of construction-specific data and about

3 million active users, Procore serves as construction's mission-critical system of record-providing the contextual data needed to power high-stakes agentic AI. Our agentic solutions don't just provide insights; they perform critical actions to help our customers do more with less, which is especially critical in light of today's labor shortage.

Underpinning all of this, Procore has built a trusted, scalable, enterprise-grade infrastructure, ensuring every AI action is secure and contextually relevant.

As we move forward, Procore remains committed to building strong partnerships and maintaining open dialogue with our stockholders. We continue to engage with many of our largest stockholders to better understand their perspectives on our business, corporate governance, and executive compensation practices. These conversations are an important part of how we continue to align our approach with stockholder interests, helping us strengthen the company and create durable, long-term value.

On behalf of the entire Procore team, thank you for your continued support. I am incredibly excited about the opportunity ahead as we work together to drive the industry forward and build a more connected future-through the power of construction.

Ajei S. Gopal

President and Chief Executive Officer

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Location

www.proxydocs.com/PCOR

Date & Time Thursday, June 4, 2026 9:00 a.m., Pacific Time

Record Date Close of Business on April 10, 2026

To attend the 2026 annual meeting of stockholders (the "Annual Meeting") of Procore Technologies, Inc., a Delaware corporation ("Procore," "us," or "our"), you will need the control number that appears on your Notice of Internet Availability of Proxy Materials (the "Notice"), your proxy card, or the voting instructions that accompanied your proxy materials. The Notice is being mailed to stockholders on or about April 24, 2026.

Our Board of Directors has fixed the close of business on April 10, 2026, as the record date (the "Record Date") for the Annual Meeting. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.

The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying proxy materials:

Proposal

Board Recommendation

Page Reference

1. To elect Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell as Class II directors to hold office until our 2029 annual meeting of stockholders

FOR

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026

FOR

3. To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers

FOR

To conduct any other business properly brought before the Annual Meeting and at any adjournment or postponement thereof

N/A

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above, or at any time and date on which the Annual Meeting may be properly reconvened after being adjourned or postponed.

The Annual Meeting will be completely virtual and conducted via live webcast. There will not be a physical meeting location. The virtual-only meeting format allows us to leverage technology to provide a consistent experience to all stockholders regardless of location, to reduce the environmental impact of our meeting, and to facilitate stockholder participation. If you wish to attend the Annual Meeting, you must register in advance using the control number included in the Notice, your proxy card, or the voting instructions that accompanied your proxy materials. Stockholders of record may register for the Annual Meeting by visiting https://www.proxydocs.com/PCOR. After you successfully register, you will receive a confirmation email and an email approximately one hour prior to the start of the Annual Meeting to the email address you provided during registration with a unique link to the virtual meeting. Stockholders who hold their shares through a brokerage firm, bank, or other nominee (i.e., in "street name") should follow the registration instructions provided by their brokerage firm, bank, or other nominee.

You are entitled to notice of and to vote during the Annual Meeting only if you were a Procore stockholder as of the close of business on the Record Date. If you hold your shares in "street name," you should contact your brokerage firm, bank, or other nominee to obtain your legal proxy if you wish to vote during the Annual Meeting. If you do not comply with the procedures outlined above, you will not be permitted access to the Annual Meeting.

The Notice contains instructions on how to access our proxy materials, which include the proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our "2025 Form 10-K"). The Notice will provide instructions on how to vote online or by telephone and includes instructions on how to request a paper copy of the proxy materials by mail or email.

The Annual Meeting will begin promptly on the meeting date set forth above at 9:00 a.m., Pacific Time. The only matters that will be addressed at the Annual Meeting will be the items of business on the agenda included in this proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, June 4, 2026: The Notice, proxy statement for the Annual Meeting, and our 2025 Form 10-K are available at https://www.proxydocs.com/PCOR.

By Order of the Board of Directors,

Benjamin C. Singer

Chief Legal Officer and Corporate Secretary

Your vote is important. Whether or not you plan to attend the Annual Meeting, please ensure that your shares are voted at the Annual Meeting by signing and promptly returning a proxy card or by using our Internet or telephonic voting system in advance of the Annual Meeting. If your shares are held on your behalf by a brokerage firm, bank, or other nominee (i.e., in "street name"), please read the voting instructions provided to you by your brokerage firm, bank, or other nominee to see which voting options are available to you. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. If your shares are held in street name and you wish to vote online during the Annual Meeting, you must obtain a legal proxy issued in your name from your brokerage firm, bank, or other nominee.

Procore Technologies, Inc.

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

Page

Proxy Statement Summary 1

Who We Are 1

Annual Meeting Information 1

Board Highlights 1

Corporate Governance Highlights 2

Executive Compensation Highlights 2

Business Highlights 4

Stockholder Engagement 4

General Information 6

Questions and Answers 6

Information Regarding the Board of Directors and Corporate Governance 13

Class II Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the

2029 Annual Meeting 14

Class III Continuing in Office Until the 2027 Annual Meeting 15

Class I Continuing in Office Until the 2028 Annual Meeting 17

Director Independence 20

Board Leadership 21

Lead Independent Director 21

Committees of our Board of Directors 21

Board Evaluation Process 25

Board and Committee Meetings 25

Role of the Board in Risk Oversight 25

Nomination to the Board of Directors 26

Director Qualifications 27

Stockholder Communications with our Board 27

Corporate Governance Guidelines 27

Code of Business Conduct and Ethics 28

Insider Trading Policy 28

Prohibition on Hedging, Short Sales, and Pledging 28

Director Compensation 29

Director Compensation Table 29

Non-Employee Director Compensation Policy 30

Proposal 1 Election of Directors 32

Page

Proposal 2 Ratification of the Appointment of Independent Registered Public Accounting Firm

Principal Accountant Fees and Services

Pre-Approval Policies and Procedures

Report of the Audit Committee of the Board of Directors

Proposal 3 Advisory Vote on the Compensation of the Company's Named Executive Officers

Executive Officers

Section 16 Officers

Executive Compensation

Compensation Discussion and Analysis

Report of the Compensation Committee of the Board of Directors

Summary Compensation Table

Grants of Plan-Based Awards

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Outstanding Equity Awards at Fiscal Year-End

Fiscal Year 2025 Option Exercises and Stock Vested

Pension Benefits

Nonqualified Deferred Compensation

Potential Payments Upon Termination or Change in Control

Pay Ratio

Pay Versus Performance

Policies & Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Limitations of Liability and Indemnification Matters

Equity Compensation Plan Information

Security Ownership of Certain Beneficial Owners and Management

Delinquent Section 16(a) Reports

Certain Relationships and Related Person Transactions

Investors' Rights Agreement

Issuer Agreements and Consents

Family Relationships

Indemnification Agreements

Policies and Procedures for Related Person Transactions

Householding of Proxy Materials

Other Matters

Appendix A-Definitions and Reconciliations of Non-GAAP Financial Measures

A-1

Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Income (Loss) from Operations, and Non-GAAP Operating Margin

A-1

Free Cash Flow

A-2

Below are highlights of certain information about our board of directors ("Board"), business, executive compensation, and stockholder engagement. We encourage you to carefully review this proxy statement (this "Proxy Statement") in its entirety before casting your vote.

Procore Technologies, Inc., a Delaware corporation ("Procore," the "Company," "we," "us," or "our"), 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 artificial intelligence and data-driven insights and decision making. Over three million projects have run on Procore across more than 150 countries.

Date: Thursday, June 4, 2026

Time: 9:00 a.m., Pacific Time

Location: https://www.proxydocs.com/PCOR (Virtual Only)

Record Date: Close of Business on April 10, 2026

The information provided in this section is current as of April 10, 2026 (the "Record Date"). Please refer to the section titled "Information Regarding the Board of Directors and Corporate Governance" beginning on page 13 of this Proxy Statement for more details.

Independence

Age

Tenure

Independent

82%

6 60 yrs

Average Age

Average Tenure

7 yrs

Independent

Not Independent

0-5 years

6-10 years

>10 years

In addition, 36% of the directors on our Board are female and 27% are ethnically diverse.

Please refer to the section titled "Information Regarding the Board of Directors and Corporate Governance" beginning on page 13 of this Proxy Statement for more details.

+ Robust Board and committee oversight of strategy, risk, business, cybersecurity, legal, regulatory, and compliance matters

+ Comprehensive Lead Independent Director role with significant responsibilities

+ Separate Chair of the Board and Chief Executive Officer ("CEO") roles

+ Regular executive sessions of independent directors

+ All Board committees comprised solely of independent directors

+ Limits on outside directorships

+ Annual evaluation of Board and committee composition and leadership structures

+ Annual review of skills, experience, and contributions of individual directors

+ Annual review of corporate governance policies, plans, programs, and charters

+ Annual Board and committee self-evaluations

+ Proactive year-round stockholder engagement

+ Board has significant interaction with, and unlimited access to, senior management and other employees

+ Board and committees have authority to retain independent advisers

+ Robust stock ownership guidelines for executive officers and non-employee directors

+ No dual class voting structure, each share of common stock equals one vote

+ Continuing education opportunities for directors

Please refer to the section titled "Executive Compensation" beginning on page 40 of this Proxy Statement for more details.

+ We focus on providing a competitive compensation package to our executive officers, composed of both annual and long-term incentives that help drive corporate objectives. We believe this approach provides an appropriate blend of incentives to maximize stockholder value.

+ We structure executive compensation to link pay with performance. A significant portion of executive compensation is variable and at-risk.

+ We grant performance-based restricted stock unit ("PSU") awards to all of our executive officers, as well as to other senior leaders. In 2025, PSU awards made up 50% of the equity mix of each of our former CEO and our current CEO. The PSU mix for our CEO will remain the same for 2026. In 2026, PSU awards will make up 40% of the equity mix of our non-CEO executive officers and other senior leaders.

+ Our Compensation Committee engages an independent third-party compensation consultant to advise on executive and non-employee director compensation matters.

+ Our Compensation Committee reviews the composition of our compensation peer group annually, and makes adjustments as appropriate.

+ We conduct an advisory vote on the compensation of our named executive officers annually.

+ Our Compensation Committee is composed 100% of independent directors and "non-employee directors" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (as amended, the "Exchange Act").

+ We have robust stock ownership requirements for executive officers and non-employee directors.

+ We have an Insider Trading Policy (as defined below) that applies to all directors, officers, employees, and consultants.

+ We maintain a clawback policy to recover incentive-based compensation in the event of a material financial restatement.

+ We do not provide defined benefit pension plans, supplemental executive retirement plans, or retiree health benefits for our executive officers.

+ We do not provide our executive officers with tax gross-up payments on severance, change in control, or other payments related to a termination of employment or change in control.

+ We generally do not provide fringe benefits or perquisites to our executive officers.

+ We do not provide single-trigger change in control severance benefits.

+ We prohibit hedging transactions, short sales, and generally pledging of our securities.

FY25 Current CEO Pay Mix(1)

FY25 Former CEO Pay Mix(2)

FY25 Other NEO Pay Mix

1.3%

0.6%

4.0%

49.0%

4.0%

46.0%

9.1%

7.4%

49.0%

98.7%

At-risk pay

46.0%

96.0%

At-risk pay

83.5%

90.9%

At-risk pay

49.0%

50.0%

7.4%

Performance-Based

Base Salary

Sign-On Bonus

Target Bonus

PSUs

RSUs

Our current CEO Dr. Gopal was not eligible to participate in the executive bonus program for fiscal year 2025 (the "2025 Bonus Program"). His target bonus opportunity will be 150% of his base salary for our bonus program for the fiscal year ending December 31, 2026 (the "2026 Bonus Program").

The chart for our former CEO Mr. Courtemanche excludes post-CEO transition compensation, including a one-time bonus of $500,000 and an additional PSU grant with a target value of $3.0M.

At our 2025 annual meeting of stockholders (the "2025 Annual Meeting"), approximately 83% of the votes cast approved, on a non-binding, advisory basis, the fiscal year 2024 compensation of our named executive officers.

Fiscal Year 2025 Financial Highlights

Revenue

$1,323 million 15% year-over-year

GAAP gross margin

Non-GAAP gross margin

80%

84%

GAAP operating margin

Non-GAAP

operating margin

(9%)

14%

Operating cash inflow

$300 million

Free cash inflow

$217 million

70% year-over-year

Gross revenue retention rate

Net revenue retention rate

95%

106%

To supplement our consolidated financial statements, which are prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), we provide investors with certain non-GAAP financial measures, including non-GAAP gross margin, non-GAAP operating margin, and free cash inflow. Please refer to Appendix A for a discussion of non-GAAP gross margin, non-GAAP operating margin, and free cash inflow, as well as a reconciliation of these measures, in each case, to the most directly comparable financial measure calculated and presented in accordance with GAAP.

Maintaining regular dialogue with our stockholders is critically important to our Board and management team. Through our engagement and outreach efforts, we aim to solicit feedback from our investors and understand issues that are important to them, and then regularly communicate that feedback to our senior management and Board. Additionally, we proactively communicate with the investment community and our stockholders about our financial performance, operations, and strategic developments through the following:

+ quarterly earnings releases and calls;

+ participation in a number of investor conferences with webcast presentations;

+ in-person and telephonic meetings with investors and stakeholders, including our Investor Day;

+ proactive outreach to institutional investors, pension funds, and governance professionals from our largest stockholders;

+ webcasts, conference calls, and presentations related to specific developments; and

+ our annual stockholder meeting that includes a Q&A session.

As part of our engagement efforts, we meet with stockholders throughout the year to discuss a range of topics, including strategic priorities and Company performance. In addition, in 2026, we reached out to many of our largest stockholders to seek their input on various corporate topics, including:

+ the proposals presented at, and results of, the 2025 Annual Meeting;

+ our corporate governance practices;

+ the composition of our Board, including how we evaluate director skills and experience; and

+ our executive compensation practices.

Members of our management team participated in these engagements and shared investor feedback with the Nominating and Corporate Governance Committee of our Board (our "Nominating and Corporate Governance Committee") and our Board. We contacted stockholders representing approximately 68% of our outstanding common stock held by unaffiliated stockholders as of December 31, 2025, and met with stockholders representing approximately 22% of our outstanding common stock held by unaffiliated stockholders as of December 31, 2025. Of those stockholders we contacted, holders of approximately 13% of our outstanding common stock held by unaffiliated stockholders as of December 31, 2025 informed us that they did not need a call with management this cycle. We appreciate the opportunity to hear direct feedback from our stockholders, and the feedback provided informs our Board's future decision-making.

Our Board is soliciting your proxy to vote at the 2026 annual meeting of stockholders (including any adjournments, continuations, or postponements thereof, the "Annual Meeting") of Procore Technologies, Inc., for the purposes set forth in this Proxy Statement. The Annual Meeting will be held virtually via a live webcast on the Internet on Thursday, June 4, 2026, at 9:00 a.m., Pacific Time. The Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our "2025 Form 10-K") are first being mailed on or about April 24, 2026, to all stockholders entitled to vote at the Annual Meeting. If you held shares of our common stock at the close of business on the Record Date, you are invited to virtually attend the Annual Meeting and vote on the proposals described in this Proxy Statement. In order to attend and vote during the Annual Meeting, you must register to attend the Annual Meeting by 11:59 p.m., Pacific Time, on June 3, 2026. To access the Annual Meeting, visit www.proxydocs.com/PCOR. Stockholders of record as of the Record Date may register for the Annual Meeting on www.proxydocs.com/PCOR. Stockholders who hold their shares through a brokerage firm, bank, or other nominee (i.e., in "street name") should follow the instructions provided by their brokerage firm, bank, or other nominee to register for the Annual Meeting.

Our 2025 Form 10-K accompanies this Proxy Statement. You also may obtain a paper copy of our 2025 Form 10-K without charge by following the instructions in the Notice.

The information provided in the section below titled "Questions and Answers" is for your convenience only and is merely a summary of information contained in various sources, including this Proxy Statement, our amended and restated bylaws (our "Bylaws"), our amended and restated certificate of incorporation (our "Charter"), and applicable laws, rules, and regulations, among other sources. You should read this entire Proxy Statement carefully. Information contained in, or that can be accessed through, website addresses provided in this Proxy Statement is not intended to be incorporated by reference into this Proxy Statement and references to website addresses in this Proxy Statement are inactive textual references only.

Why am I receiving these proxy materials?

Our Board is providing these proxy materials to you in connection with the solicitation of proxies for use at the virtual Annual Meeting for the purpose of considering and acting upon the matters described in this Proxy Statement.

What am I voting on?

There are three matters scheduled for a vote at the Annual Meeting:

+ Proposal 1: Election of Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell as Class II directors to hold office until our 2029 annual meeting of stockholders (the "2029 Annual Meeting");

+ Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

+ Proposal 3: Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers.

In addition, we will conduct any other business that is properly brought before the Annual Meeting and at any adjournment or postponement thereof.

How does the Board recommend that I vote on each proposal?

Our Board recommends that you vote "FOR" each director nominee named in Proposal 1, "FOR" the ratification of the appointment of PwC as our independent public accounting firm as described in Proposal 2, and "FOR" the compensation of the Company's named executive officers as described in Proposal 3.

Why did I receive a notice regarding the availability of proxy materials on the Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the Internet in lieu of mailing printed copies. Providing our proxy materials via

the Internet reduces the costs associated with the Annual Meeting and lowers our environmental impact, without negatively affecting our stockholders' ability to timely access our proxy materials. We have sent you the Notice because our Board is soliciting your proxy to vote at the Annual Meeting. Instructions on how to access the proxy materials over the Internet or to request a printed set of the proxy materials may be found in the Notice. We intend to mail the Notice on or about April 24, 2026, to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, after 10 calendar days have passed since our first mailing of the Notice.

What is a proxy?

A proxy is your legal designation of another person to vote the stock that you own. That other person is called a proxy. We have designated our Chief Legal Officer and Corporate Secretary, Benjamin C. Singer, and our Vice President, Associate General Counsel, Corporate, Securities & M&A, Diana Chiu, or either of them, as the Company's proxies for the Annual Meeting.

Will a list of record stockholders as of the Record Date be available?

For 10 days prior to the Annual Meeting, a list of our record stockholders as of the close of business on the Record Date will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at the Company's principal place of business at 6309 Carpinteria Avenue, Carpinteria, CA 93013. To access the list of our record stockholders in person beginning 10 days prior to the Annual Meeting and until the Annual Meeting, stockholders should email [email protected].

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 10, 2026, will be entitled to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our common stock held as of the Record Date. As of the Record Date, there were 150,807,455 shares of common stock outstanding and entitled to vote.

Stockholders are not permitted to cumulate votes with respect to the election of directors.

Stockholder of Record: Shares Registered in Your Name If, at the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. If you wish to vote online during the Annual Meeting, you must register to attend the Annual Meeting by visiting www.proxydocs.com/PCOR by 11:59 p.m., Pacific Time, on June 3, 2026. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the Internet, by telephone, or by completing and returning a printed proxy card.

Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee If, at the close of business on the Record Date, your shares were held not in your name, but instead on your behalf by a brokerage firm, bank, or other nominee, then you are the beneficial owner of shares held in "street name" and the Notice is being forwarded to you by that nominee. Those shares will be reported as being held by the nominee (e.g., your brokerage firm, bank, or other nominee) in the system of record used for identifying stockholders. As a beneficial owner of the shares, you are invited to attend the Annual Meeting, and you have the right to direct your brokerage firm, bank, or other nominee how to vote the shares in your account. If you wish to attend the Annual Meeting, you must register to attend using the instructions provided by your brokerage firm, bank, or other nominee. If you wish to vote at the Annual Meeting, you must obtain a legal proxy from your brokerage firm, bank, or other nominee and upload the legal proxy to the virtual meeting website during the Annual Meeting. Further instructions will be provided to you via email once you have registered to attend the Annual Meeting.

How do I vote?

Whether or not you plan to attend the Annual Meeting, we urge you to vote in advance of the Annual Meeting to ensure your vote is counted. Even if you have voted before the Annual Meeting, you may still attend and vote during the Annual Meeting. In such case, your previously submitted proxy will be disregarded. For more information, see the question below titled "Can I change my vote or revoke my proxy after submitting a proxy?"

Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record, you may vote in one of the following ways:

To vote in advance of the Annual Meeting through the Internet, go to

https://www.proxypush.com/PCOR to complete an electronic proxy card. You will be asked to provide the control number from the Notice or proxy card that accompanied your proxy materials. Votes over the Internet must be received prior to the Annual Meeting to be counted.

By Internet

Description

Method

By Telephone To vote in advance of the Annual Meeting by telephone, call (866) 502-1485. You will be asked to provide the control number from the Notice or proxy card that accompanied your proxy materials. Votes by telephone must be received prior to the Annual Meeting to be counted.

By Mail

To vote in advance of the Annual Meeting using a printed proxy card, simply complete,

sign, and date the proxy card provided to you and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

In Person (Virtual) To vote online during the Annual Meeting, you must first register to attend the Annual Meeting at https://www.proxydocs.com/PCOR by no later than 11:59 p.m., Pacific Time, on June 3, 2026. After you successfully register, you will receive a confirmation email, as well as an email approximately one hour prior to the start of the Annual Meeting at the email address you provided during registration with a unique link to the virtual meeting. The webcast will open 15 minutes before the start of the Annual Meeting.

Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee If you are a beneficial owner of shares held on your behalf by a brokerage firm, bank, or other nominee (i.e., your shares are held in "street name"), you will receive voting instructions from your brokerage firm, bank, or other nominee rather than directly from Procore. You must follow those instructions in order to vote on the matters to be considered at the Annual Meeting. If you want to vote online during the Annual Meeting, you must register to attend the Annual Meeting by following the instructions provided by your brokerage firm, bank, or other nominee and obtain a legal proxy from your brokerage firm, bank, or other nominee. You must submit a copy of the legal proxy on the virtual meeting website during the Annual Meeting in order to vote during the Annual Meeting. Further instructions will be provided to you as part of your registration process.

How do I attend and ask questions during the Annual Meeting?

To facilitate stockholder participation at the Annual Meeting, this year, we will be hosting the Annual Meeting via live webcast only. If you are a stockholder of record, you can attend the Annual Meeting live online by registering in advance at https://www.proxydocs.com/PCOR by no later than 11:59 p.m., Pacific Time, on June 3, 2026. In order to register for the Annual Meeting, you will need your control number, which is included in the Notice or on your proxy card. After you successfully register, you will receive a confirmation email, as well as an email approximately one hour prior to the start of the Annual Meeting at the email address you provided during registration with a unique link to the virtual meeting. If you are the beneficial owner of your shares (that is, you hold your shares in "street name"), you will receive separate instructions from your brokerage firm, bank, or other nominee on how to register for the Annual Meeting and will use the control number provided by your brokerage firm, bank, or other nominee, which will be found on your Notice or voting instruction form.

The Annual Meeting will begin at 9:00 a.m., Pacific Time, on Thursday, June 4, 2026. We recommend that you access the website for the Annual Meeting a few minutes before the Annual Meeting is scheduled to begin to ensure you are logged in when the Annual Meeting starts. The webcast will open 15 minutes before the start of the Annual Meeting. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

We plan to have a Q&A session at the Annual Meeting. If you would like to ask a question during the Annual Meeting, you may submit your question ahead of the Annual Meeting when you register to attend the virtual meeting or you may submit a question during the Annual Meeting via the virtual meeting website after you have logged into the website. To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted on the virtual meeting website our rules of conduct for the Annual Meeting. We will answer as many questions submitted in accordance with the rules of conduct as possible in the time allotted for the Annual Meeting. Only questions that are relevant to an agenda item to be voted on by stockholders at the Annual Meeting will be answered.

What if I have technical difficulties or trouble accessing the Annual Meeting?

Details on how to access technical support for the Annual Meeting will be provided to you after you register to attend the Annual Meeting. We encourage you to log in a few minutes before the start of the meeting to allow ample time to address any technical difficulties before the Annual Meeting live webcast begins.

How many votes do I have?

For each matter to be voted upon at the Annual Meeting, each holder of shares of our common stock will have one vote per share held as of the close of business on the Record Date.

What if another matter is properly brought before the Annual Meeting?

Other than the matters described in this Proxy Statement, our Board does not intend to bring any other matters to be voted on at the Annual Meeting, and currently knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, your proxy will authorize your proxy holder (one of the individuals named on your proxy card) to exercise discretionary authority to vote your shares on such other matters.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by proxy in advance of the Annual Meeting through the Internet or by telephone or online during the Annual Meeting.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in more than one account. Please follow the voting instructions on each Notice that you receive to ensure that all of your shares are voted.

Can I change my vote or revoke my proxy after submitting my proxy?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the Annual Meeting in one of the following ways:

+ submit another properly completed proxy card with a later date or grant a subsequent proxy via telephone or the Internet;

+ send a timely written notice that you are revoking your proxy to our Chief Legal Officer and Corporate Secretary via email at [email protected]; or

+ attend the Annual Meeting and vote online during the Annual Meeting. Simply attending the Annual Meeting will not, by itself, change your vote or revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions or vote in advance of the Annual Meeting by telephone or through the Internet so that your vote will be counted if you later decide not to attend the Annual Meeting.

Your latest-dated proxy card or telephone or Internet proxy is the one that is counted.

If you are a beneficial owner and your shares are held in "street name" on your behalf by a brokerage firm, bank, or other nominee, you should follow the instructions provided by that brokerage firm, bank, or other nominee to change your vote.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote through the Internet, by telephone, by completing a proxy card, or online during the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations of our Board as follows:

+ "FOR" the election of Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell as Class II directors to hold office until the 2029 Annual Meeting;

+ "FOR" the ratification of the appointment of PwC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and

+ "FOR" the compensation of the Company's named executive officers as described in this Proxy Statement.

If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will exercise discretionary authority to vote your shares.

If I am a beneficial owner of shares held in "street name" and I do not provide my brokerage firm, bank, or other nominee with voting instructions, what happens?

If you are a beneficial owner and do not instruct your brokerage firm, bank, or other nominee on how to vote your shares, your shares will be considered "uninstructed" and the question of whether your nominee will still be able to vote your shares depends on whether, pursuant to the rules of the New York Stock Exchange (the "NYSE"), the particular proposal is deemed to be a "routine" matter. Under the rules of the NYSE, brokerage firms, banks, and other nominees can use their discretion to vote "uninstructed" shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. Under the NYSE rules and interpretations,

"non-routine" matters are matters that may substantially affect the rights or privileges of stockholders, such as elections of directors (even if not contested), mergers, stockholder proposals, executive compensation, and certain corporate governance proposals, even if management-supported.

Proposals 1 and 3 are considered to be "non-routine" under NYSE rules, meaning that your brokerage firm, bank, or other nominee may not vote your shares on those proposals in the absence of your voting instructions. In such case, failing to provide your brokerage firm, bank, or other nominee with voting instructions on Proposal 1 or 3 will result in a "broker non-vote" with respect to such proposal, as further described in the question below titled "What are 'broker non-votes'?" However, Proposal 2 is considered to be a "routine" matter under NYSE rules, meaning that if you do not return voting instructions to your brokerage firm, bank, or other nominee by its deadline, your shares may be voted by your brokerage firm, bank, or other nominee in its discretion on Proposal 2.

If you are a beneficial owner of shares held in "street name" and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you prefer, you must provide voting instructions to your brokerage firm, bank, or other nominee by the deadline provided in the materials you receive from your brokerage firm, bank, or other nominee.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares of our common stock entitled to vote at the Annual Meeting are present at the Annual Meeting virtually or by proxy. On the Record Date, there were 150,807,455 shares of our common stock outstanding and entitled to vote. Thus, the holders of 75,403,728 shares must be present virtually or represented by proxy at the Annual Meeting in order for a quorum to be present.

Your shares will be counted as present only if you submit a valid proxy (or one is submitted on your behalf by your brokerage firm, bank, or other nominee) or if you vote online during the Annual Meeting. Votes withheld, abstentions, and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chair of the Annual Meeting or holders of a majority of the voting power of the shares present at the Annual Meeting may adjourn the Annual Meeting to another date.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting. For Proposal 1, the inspector will count "For" and "Withhold" votes as well as broker non-votes. Only "For" votes will affect the outcome of Proposal

1. For Proposals 2 and 3, the inspector will count "For" and "Against" votes, abstentions, and, if applicable, broker non-votes. Abstentions are not applicable with respect to Proposal 1. Abstentions will have the same effect as "Against" votes for Proposals 2 and 3. Broker non-votes on Proposals 1 and 3 will have no effect and will not be counted towards the vote total. Proposal 2 is considered a "routine" matter-accordingly, if you hold your shares in "street name" and do not provide voting instructions to your brokerage firm, bank, or other agent that holds your shares, your brokerage firm, bank, or other agent has discretionary authority to vote your shares on Proposal 2. We do not expect any broker non-votes on Proposal 2.

How many votes are required for the approval of the proposals to be voted on at the Annual Meeting? How will abstentions and broker non-votes be treated?

Proposal

Vote Required for Approval

Board Recommendation

Effect of Votes Withheld / Abstentions

Effect of Broker Non-Votes

1: Election of three Class II directors

Plurality of the shares present virtually or by proxy during the Annual Meeting and entitled to vote thereon. The three director nominees who receive the largest number of votes cast "FOR" such nominees will be elected. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board.

FOR

Votes withheld have no effect.

Broker non-votes have no effect.

2: Ratification of the appointment of independent registered public accounting firm

Affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy during the Annual Meeting and entitled to vote thereon.

FOR Abstentions count as votes "AGAINST"

the proposal.

We do not expect any broker non-votes on this proposal because it is considered to be a "routine" matter under NYSE rules.

Accordingly, if you hold your shares in "street name" and do not provide voting instructions to your brokerage firm, bank, or other nominee for this proposal, such brokerage firm, bank, or other nominee has discretionary authority under NYSE rules to vote your shares on this proposal.

Proposal

Vote Required for Approval

Board Recommendation

Effect of Votes Withheld / Abstentions

Effect of Broker Non-Votes

3: Advisory vote

Affirmative vote of a majority of

FOR

Abstentions

Broker non-votes have

on the

the voting power of the shares

count as

no effect.

compensation of

of our common stock present

votes

the Company's

virtually or by proxy during the

"AGAINST"

named executive

Annual Meeting and entitled to

the

officers

vote thereon.

proposal.

What are "broker non-votes"?

When a beneficial owner of shares held in "street name" does not give voting instructions to the brokerage firm, bank, or other nominee holding the shares as to how to vote on matters deemed to be "non-routine" under NYSE rules, the brokerage firm, bank, or other nominee cannot vote the shares and the shares are deemed not to be entitled to vote on such matters. These unvoted shares are counted as "broker non-votes." Proposals 1 and 3 are considered to be "non-routine" under NYSE rules and, therefore, broker non-votes may exist in connection with these proposals.

How can I find out the results of the voting at the Annual Meeting?

We expect that preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.

When are stockholder proposals and director nominations due for next year's annual meeting? Requirements for stockholder proposals to be considered for inclusion in our proxy materials To be considered for inclusion in next year's proxy materials, stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, must be submitted in writing to our Chief Legal Officer and Corporate Secretary and received at our principal executive offices at Procore Technologies, Inc., 6309 Carpinteria Avenue, Carpinteria, CA 93013, no later than the close of business on December 24, 2026. However, if the date of the 2027 annual meeting of stockholders (the "2027 Annual Meeting") changes by more than 30 days from the one-year anniversary of the date of the Annual Meeting, then such proposals must be received a reasonable time before we begin to print and send our proxy materials for the 2027 Annual Meeting.

Requirements for stockholder proposals (including director nominations) to be brought before the Annual Meeting Our Bylaws provide that, for stockholder proposals that are not sought to be included in our proxy materials to be considered at an annual meeting, stockholders must give timely advance written notice thereof to our Corporate Secretary at our principal executive offices. In order to be considered timely, notice of a proposal (including a director nomination) for consideration at the 2027 Annual Meeting that is not sought to be included in our proxy materials for such meeting must be received by our Corporate Secretary in writing not earlier than the close of business on February 4, 2027, nor later than the close of business on March 6, 2027.

However, if the 2027 Annual Meeting is held earlier than May 5, 2027, or later than August 3, 2027, the notice must be received (1) not earlier than the close of business on the 120th day prior to such meeting and (2) not later than the close of business on the later of (a) the 90th day prior to such meeting and (b) the 10th day following the day on which public announcement of the date of such meeting is first made. Any such notice must include the information required by our Bylaws. If such written notice is not timely received or does not satisfy these additional information requirements, the notice will not be considered properly submitted and will not be acted upon at the 2027 Annual Meeting.

Who is paying for this proxy solicitation?

We will pay for the cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokerage firms, banks, and other nominees for the cost of forwarding proxy materials to beneficial owners. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for any Internet access charges you may incur.

The following table sets forth the ages, independence determination, committee membership, term of office on our Board, and position or office held with the Company, if applicable, as of the Record Date, of the Class II nominees standing for election at the Annual Meeting and of our other directors who will continue in office after the Annual Meeting:

Class(1)

Name

Age

Independent

Director Since

Current Committee Membership

Nominating and Corporate

Audit Compensation Governance Committee Committee Committee

Erin M. Chapple

Ajei S. Gopal

President and CEO

September 2025

Ronald W. Hovsepian

December 2025

Kevin J. O'Connor

May 2004

Craig F. Courtemanche, Jr.

Chair of the Board

January 2002

Kathryn A. Bueker

April 2021

Nanci E. Caldwell

March 2020

III

William J.G. Griffith IV

March 2015

III

Vishal Misra

April 2026

III

Graham V. Smith

Lead Independent Director

February 2020

III Elisa A. Steele 59 February 2020

(1) Class III directors will continue in office until the 2027 Annual Meeting. Class I directors will continue in office until the 2028 annual meeting of stockholders (the "2028 Annual Meeting"). Class II director nominees are up for election at the Annual Meeting and, if re-elected, will continue in office until the 2029 Annual Meeting.

Set forth below is biographical information for the Class II director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director's experience, qualifications, attributes, and/or skills that led our Board to recommend them for Board service.

Information Regarding the Board of Directors and Corporate Governance | Class II Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2029 Annual Meeting

Chair of the Board

Age: 58

Director since:

January 2002

Committees:

None

Age: 55

Director since:

April 2021

Committees:

Audit

Mr. Courtemanche is the founder of the Company. Mr. Courtemanche currently serves as the Chair of our Board, and has served on our Board since January 2002. He served as our CEO from January 2002 to November 2025. He also served as our President from November 2019 to November 2025, having previously served in this role from January 2002 to May 2004. On November 10, 2025, Mr. Courtemanche resigned as CEO and President upon the appointment of Ajei S. Gopal. As Chair, Mr. Courtemanche continues to be deeply involved in the Company's business and to lead our Board. From 1996 to 2001, Mr. Courtemanche served as the founder and CEO of Webcage, a software consulting firm. From 1993 to 1996, Mr. Courtemanche served as a software engineer at Skip Steveley & Associates, a consulting firm.

Skills and Qualifications: Mr. Courtemanche is qualified to serve on our Board because of the perspective and experience he brings as our founder and former President and CEO, as well as his experience in the construction and software industries.

Director

Since June 2018, Ms. Bueker has served as the Chief Financial Officer of HubSpot, Inc., a customer relationship management platform company. Prior to HubSpot, Ms. Bueker spent 11 years in financial leadership roles of increasing responsibility at Akamai Technologies, Inc., a content-delivery network and cloud service company, most recently serving as Senior Vice President of Business Finance and Operations. Prior to joining Akamai, Ms. Bueker spent almost a decade in investment banking at The Blackstone Group, UBS, Credit Suisse, and Donaldson, Lufkin & Jenrette. Ms. Bueker holds a B.A in Mathematics from Cornell University and an M.B.A. from the Massachusetts Institute of Technology.

Skills and Qualifications: Ms. Bueker is qualified to serve on our Board because of her experience serving as an executive of a publicly-traded software company, as well as in other financial leadership roles.

Director

Age: 68

Director since:

March 2020

Committees: Compensation (Chair) Nominating and Corporate Governance

From January 2002 until it was acquired by Oracle Corporation in December 2004, Ms. Caldwell served as Executive Vice President and Chief Marketing Officer at

PeopleSoft, Inc., an enterprise software company. From April 2001 to January 2002, she served as Senior Vice President and Chief Marketing Officer at PeopleSoft. Prior to PeopleSoft, Ms. Caldwell spent 19 years at Hewlett-Packard Company, an information technology company, where she held a number of senior management positions.

Ms. Caldwell currently serves on the board of directors of Equinix, Inc., an information technology data center company. Ms. Caldwell previously served on the boards of directors of the Canadian Imperial Bank of Commerce, a retail banking company, from December 2015 to February 2026, Citrix Systems, Inc., an enterprise software company, from July 2008 to December 2022, Donnelley Financial Solutions, Inc., a regulatory compliance company, from October 2016 until May 2020, and Talend SA, a software company, from February 2017 until January 2020. Ms. Caldwell holds a B.A. in Psychology from Queen's University, Kingston, Canada.

Skills and Qualifications: Ms. Caldwell is qualified to serve on our Board because of her experience in the software and technology industries and service as an executive and a director of publicly-traded companies, including software and technology companies.

Director

Age: 54

Director since:

March 2015

Committees:

None

Since January 2013, Mr. Griffith has served as a Partner at ICONIQ Capital, a global investment firm, where he founded ICONIQ Growth, a growth equity platform, and IPI, a digital real estate business. From August 2003 to December 2011, Mr. Griffith served as a General Partner at Technology Crossover Ventures, a private equity and venture capital firm. Mr. Griffith began his career as an investment banker at Morgan Stanley, and also worked at The Beacon Group, a private equity firm that was acquired by JPMorgan Chase & Co. Mr. Griffith currently serves on the board of directors of ServiceTitan, Inc., a cloud-based customer relationship management software company, and Netskope, a cloud-based security solutions company. Mr. Griffith previously served on the board of directors of BlackLine, Inc., a software company, from September 2013 until February 2020. Mr. Griffith holds A.B. degrees in Engineering and History from Dartmouth College and an M.B.A. from the Stanford University Graduate School of Business.

Skills and Qualifications: Mr. Griffith is qualified to serve on our Board because of his experience in the venture capital industry, his knowledge of the Company, his experience with software and technology companies, and his experience serving as a director of publicly-traded and privately-held companies, including software and technology companies.

Director

Age: 55

Director since:

April 2026

Committees:

Audit

Age: 66

Director since:

February 2020

Committees:

Audit (Chair)

Dr. Misra is the RKS Family Professor of Computer Science and Vice Dean of Computing and Artificial Intelligence at Columbia University, a private research university. He has served as a Professor of Computer Science and Electrical Engineering at Columbia since 2016. Dr. Misra has also served as Vice Dean of Computing and Artificial Intelligence at Columbia since January 2024. Dr. Misra previously served as Associate Professor of Computer Science at Columbia from 2005 to 2016, and Assistant Professor of Computer Science at Columbia from 2001 to 2005. Dr. Misra founded Ask Here First, Inc., an

AI-based natural language query solution, in January 2021. He also served as Chief Technology Officer of Infinio Systems Inc., a storage-performance software development company, from 2012 to 2014 and as Chief Executive Officer from 2011 to 2012. Dr. Misra holds a B.Tech. from Indian Institute of Technology Bombay and an M.S. and Ph.D. from the University of Massachusetts at Amherst.

Skills and Qualifications: Dr. Misra is qualified to serve on our Board because of his academic and technical expertise in computer science, cybersecurity, and artificial intelligence, as well as his experience as a founder and former executive in software and technology companies.

Lead Independent Director

Since January 2023, Mr. Smith has served as our lead independent director. Mr. Smith previously served as our lead independent director from May 2021 to December 2021. From November 2021 to April 2022, Mr. Smith served as interim CEO of Splunk Inc., a software company. From August 2014 to June 2015, Mr. Smith served as Executive Vice President of Salesforce, Inc., a cloud-based software company, and as Chief Financial Officer of Salesforce from March 2008 to August 2014. From January 2003 to December 2007, Mr. Smith served as Chief Financial Officer of Advent Software, Inc., a portfolio accounting software company. Mr. Smith currently serves on the boards of directors of Axon Enterprise, Inc., a global public safety technology company, and GoDaddy, an Internet domain registry and web hosting company. Mr. Smith previously served on the boards of directors of Elliott Opportunity II Corp., a special purpose acquisition company, from June 2021 to December 2021, Slack Technologies, Inc., a software company, from December 2018 until it was acquired in July 2021, Citrix Systems, Inc., an enterprise software company, from December 2015 to June 2018, Blackline, Inc., a software company, from May 2015 to May 2022, Xero Limited, a cloud-based accounting software company, from April 2015 to March 2020, MINDBODY, Inc., a cloud-based wellness services company, from January 2015 until it was acquired in February 2019, and Splunk Inc. from August 2011 until it was acquired in March 2024 (including as chair from March 2019 to March 2024). Mr. Smith holds a B.Sc. in Economics and Politics from University of Bristol in England and previously qualified as a chartered accountant in England and Wales (inactive).

Skills and Qualifications: Mr. Smith is qualified to serve on our Board because of his experience in the software industry and service as an executive and a director of publicly-traded companies, including software and technology companies.

Director

Age: 59

Director since:

February 2020

Committees:

Compensation

Nominating and Corporate Governance (Chair)

From December 2021 to December 2022, Ms. Steele served as our lead independent director. From August 2018 to August 2019, Ms. Steele served as CEO of Namely, Inc., a human resources software company. From January 2014 to July 2017, Ms. Steele served in various executive positions at Jive Software, Inc., a communication software company, including as President and CEO from February 2015 to July 2017. From August 2013 to December 2013, Ms. Steele served as Corporate Vice President and Chief Marketing Officer of Consumer Applications and Services at Microsoft Corporation, a technology company. Ms. Steele served as Chief Marketing Officer of Skype Inc. (owned by Microsoft) from July 2012 to August 2013. Prior to Skype, Ms. Steele served as Executive Vice President and Chief Marketing Officer at Yahoo! Inc., an Internet services company. Ms. Steele currently serves on the boards of directors of JFrog Ltd., a software company, Bumble Inc., a software company, and Nextdoor Holdings, Inc., a social networking company. She previously served on the boards of directors of Amplitude Inc., a digital optimization company, from March 2021 to June 2025, Cornerstone OnDemand, Inc., a software company, from June 2018 to June 2021 (including as chair of the board of directors from June 2018 to July 2020 and as co-chair of the board of directors from July 2020 to June 2021), Splunk Inc., a software company, from September 2017 until it was acquired in March 2024, Namely, from August 2017 to September 2022 (including as chair of the board), and Jive, from February 2015 to June 2017. Ms. Steele holds a B.S. in Business Administration from the University of New Hampshire and an M.B.A. from San Francisco State University.

Skills and Qualifications: Ms. Steele is qualified to serve on our Board because of her experience in the software and technology industries and service as an executive and a director of publicly-traded companies, including software and technology companies.

Director

Age: 51

Director since:

December 2021

Committees:

Compensation

Since 2018, Ms. Chapple has served as a Corporate Vice President at Microsoft Corporation, a technology corporation, most recently leading or supporting the Commercial Solutions Areas and Worldwide Sales and Solutions organization since September 2024. Ms. Chapple has held a number of other leadership positions at Microsoft, including Corporate Vice President of Product for Azure Core, a public cloud computing platform, from March 2021 to August 2024, Corporate Vice President for Azure Compute, from April 2019 to March 2021, Corporate Vice President of Windows Server, from June 2018 to April 2019; and General Manager of Windows Server and Director of Program Management, from October 2014 to June 2018. Ms. Chapple joined Microsoft in 1998 as a Program Manager on the Small Business Server. Ms. Chapple holds a B.A.S. in Electrical Engineering from the University of Waterloo and an M.A. in Applied Behavioral Science from Bastyr University.

Skills and Qualifications: Ms. Chapple is qualified to serve on our Board because of her experience in the software and technology industries and service as an executive of a publicly-traded technology company.

President and CEO

Age: 64

Director since:

September 2025

Committees:

None

Dr. Gopal has served as our CEO since November 2025 and as a member of our Board since September 2025. He previously held the role of CEO Designate from September to November 2025. From January 2017 to July 2025, Dr. Gopal served as the President and CEO of Ansys, Inc., an engineering simulation software company. From August 2016 to December 2016, Dr. Gopal served as the President and Chief Operating Officer of Ansys. From 2013 to 2016, Dr. Gopal served as an operating partner at Silver Lake Technology Management, L.L.C., a private equity technology investment firm, where he was seconded as interim President and Chief Operating Officer to Symantec Corporation, a cybersecurity company, in 2016. Prior to that, Dr. Gopal served as Senior Vice President and General Manager, HP Software, at Hewlett Packard, an information technology company, from 2011 to 2013; Executive Vice President and General Manager at CA Technologies, Inc., an enterprise software company, from 2006 to 2011; and from 2004 to 2006, as Executive Vice President and Chief Technology Officer at Symantec. Earlier, Dr. Gopal was the Founder and CEO of ReefEdgeNetworks, a wireless local area network system provider, and held several roles at IBM Research and IBM's Software Group. Dr. Gopal began his career at Bell Communications Research in 1984. Dr. Gopal currently serves on the board of directors of Fiserv, Inc., a financial technology and payment solutions company. He previously served on the board of directors of Synopsys, Inc., an electronic design automation company, from July 2025 to April 2026, Citrix Systems, Inc., an enterprise software company, from September 2017 to October 2021, and Ansys from February 2011 to July 2025. Dr. Gopal earned a B.Tech. in Mechanical Engineering from the Indian Institute of Technology in Bombay and a Ph.D. in Computer Science from Cornell University.

Skills and Qualifications: Dr. Gopal is qualified to serve on our Board because of the perspective and experience he brings as our President and CEO, his experience in the software and technology industries, his service as an executive and a director of publicly-traded companies, and his operational and business development experience.

Director

Age: 65

Director since:

December 2025

Committees:

Compensation

Nominating and Corporate Governance

Mr. Hovsepian has served on our board of directors since December 2025.

Mr. Hovsepian is Executive Chairman and CEO of Skillsoft Corporation, an educational technology company, a position he has held since April 2024. From September 2020 to January 2024, Mr. Hovsepian was the President and CEO of Indigo Ag, Inc., an agricultural technology company. From October 2018 to January 2021, Mr. Hovsepian served as an Executive Partner at Flagship Pioneering, Inc., a venture capital firm focused on healthcare. From December 2011 to January 2017 (when it was acquired by SynchronossTechnologies, Inc.), he was the President and CEO of Intralinks Holdings, a global provider of collaboration solutions and virtual data rooms. Prior to Intralinks,

Mr. Hovsepian held the position of President and CEO of Novell, Inc., a software and services company, from 2006 to 2011, and President and Chief Operating Officer from 2005 to 2006. From 2000 to 2003, Mr. Hovsepian worked in the venture capital industry. He started his career at International Business Machines Corporation, a technology company, spending approximately 16 years there and serving in several executive positions. Mr. Hovsepian currently serves on the board of directors of Skillsoft. Previously, Mr. Hovsepian served on the board of directors of Ansys, Inc., an engineering simulation software company, from February 2012 until its acquisition by Synopsys in July 2025 (including as chairman from May 2019 to July 2025, lead independent director from 2014 to 2019, and non-executive chairman from 2014 to 2016), Pegasystems Inc., a software company, from January 2019 to June 2021, Intralinks, from December 2011 to January 2017, ANN Inc., a woman's clothing retailer, from 1998 to 2015 (including as

non-executive chairman from 2005 to 2015), and Intralinks. Mr. Hovsepian holds a B.S. from Boston College.

Skills and Qualifications: Mr. Hovsepian is qualified to serve on our Board because of his experience in the software and technology industries as an executive and venture capital investor, his service as an executive, board chairman, and director of various publicly-traded technology companies across a range of industries, and his experience in sales, marketing, and product development.

Director

Age: 65

Director since:

May 2004

Committees:

Audit

Since June 2018, Mr. O'Connor has served as a Partner at ScOp Venture Capital, a venture capital firm. From May 2009 until its acquisition by Amazon.com, Inc. in May 2017, Mr. O'Connor served as CEO of Graphiq, a technology company. Following the acquisition, Mr. O'Connor managed Graphiq's integration strategy from May 2017 through May 2018. From January 1996 to August 2000, Mr. O'Connor served as CEO of DoubleClick, a technology company. From April 1992 to July 1995, Mr. O'Connor served in various executive roles at Digital Communications Associates, a technology company. From May 1983 to April 1992, Mr. O'Connor served in various research roles at InterComputer Communications Corporation, a technology company, until its acquisition by Digital Communications Associates in April 1992. Mr. O'Connor holds a B.S. in Electrical Engineering from the University of Michigan, Ann Arbor.

Skills and Qualifications: Mr. O'Connor is qualified to serve on our Board because of his knowledge of the Company, his experience serving as an executive of various technology companies, and his experience serving as a director of various privately-held companies, including software and technology companies.

Our common stock is listed on the NYSE. Under the listing standards of the NYSE, independent directors must comprise a majority of a listed company's board of directors. In addition, the listing standards of the NYSE require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating and corporate governance committees be independent. Under the listing standards of the NYSE, a director will only qualify as an "independent director" if the listed company's board of directors affirmatively determines that the director does not have a material relationship with the company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the company) that, in the opinion of the listed company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the listing standards of the NYSE. Additionally, compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of the NYSE.

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our Board has determined that Kathryn A. Bueker, Nanci E. Caldwell, Erin M. Chapple, William J.G. Griffith, IV, Ronald W. Hovsepian, Vishal

Misra, Kevin J. O'Connor, Graham V. Smith, and Elisa A. Steele do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the listing standards of the NYSE and the applicable rules and regulations of the SEC. In making these affirmative determinations, our Board considered the current and prior relationships between each non-employee director or any of his or her family members, and the Company, its senior management, and its independent auditor, as well as all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each

non-employee director, and the transactions described in the section titled "Certain Relationships and Related Person Transactions" beginning on page 85 of this Proxy Statement.

Our Nominating and Corporate Governance Committee reviews at least annually the leadership structure of our Board and makes such recommendations to our Board as our Nominating and Corporate Governance Committee deems appropriate. In connection with our appointment of Dr. Gopal as President and CEO in 2025, we separated the roles of CEO and Chair of our Board. Our Board believes this leadership structure is currently the most effective for the Company as it allows Dr. Gopal to focus on the execution of the Company's long-term strategic plan and operations while Mr. Courtemanche leads the Board with the benefit of his deep institutional knowledge.

Our amended and restated corporate governance guidelines (our "Corporate Governance Guidelines") provide that one of our independent directors shall serve as the lead independent director at any time when an independent director is not serving as the chair of the Board. Because Mr. Courtemanche served as the principal executive officer ("PEO") of the Company in 2025 (and thus is not considered to be an independent director) and continues to serve as Chair of the Board, our Board has appointed Graham V. Smith to serve as our lead independent director. As lead independent director, Mr. Smith approves Board meeting agendas, presides over periodic meetings of our independent directors, coordinates activities of the independent directors, and performs such additional duties as our Board may otherwise determine and delegate. Our Board believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our Board, and sound corporate governance policies and practices.

Our Board has established an Audit Committee (our "Audit Committee"), a Compensation Committee (our "Compensation Committee"), and a Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees of our Board are described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Our Board may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Graham V. Smith (Chair)

Other Members: Kathryn A. Bueker Kevin J. O'Connor Vishal Misra

Our Audit Committee consists of Graham V. Smith, Kathryn A. Bueker, Vishal Misra, and Kevin J. O'Connor. The chair of our Audit Committee is Graham V. Smith. Our Board has determined that each member of our Audit Committee satisfies the independence requirements under the listing standards of the NYSE and Rule 10A-3(b)(1) of the Exchange Act. Our Board has determined that each of Graham V. Smith and Kathryn A. Bueker is an "audit committee financial expert" within the meaning of SEC regulations. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our Board has examined each Audit Committee member's scope of experience and the nature of their employment.

The primary purpose of our Audit Committee is to discharge the responsibilities of our Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and risk management, and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include:

+ helping our Board oversee our corporate accounting and financial reporting processes, as well as the audit and integrity of our financial statements;

+ conducting an annual risk assessment;

+ managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements and the effectiveness of our internal controls over financial reporting, when required;

+ discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

+ overseeing procedures for employees to submit concerns about fraud (including with respect to accounting and audit matters), abuse, and other misconduct;

+ reviewing related person transactions;

+ approving or, as permitted, pre-approving, audit, audit-related, and permissible

non-audit services to be performed by the independent registered public accounting firm;

+ monitoring the Company's cybersecurity and data privacy risks and the steps the Company has taken to monitor and control exposure to such risks;

+ monitoring the Company's liquidity; and

+ preparing the Audit Committee report that the SEC requires in our annual proxy statement.

Our Audit Committee operates under a written charter that satisfies the applicable listing standards of the NYSE, which is available to stockholders on our website at https://investors.procore.com.

Disclaimer

Procore Technologies Inc. published this content on April 25, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 25, 2026 at 13:00 UTC.