Procore names new CFO and CRO, keeps 2026 guidance

Procore Technologies announced leadership changes and reaffirmed its financial outlook.

Rhea-AI Filing Summary

Procore Technologies announced leadership changes and reaffirmed its financial outlook. The board appointed Rachel Pyles as Chief Financial Officer Designate and Robert (Walt) Hearn as Chief Revenue Officer Designate effective March 10, 2026, with both stepping into full CFO and CRO roles on April 1, 2026. Outgoing CFO Howard Fu and CRO Larry Stack will move into short-term strategic advisory roles to support a smooth transition.

Pyles’ compensation includes a base salary of $450,000, an annual target bonus equal to 75% of base salary, a $50,000 sign-on bonus, and significant time- and performance-based equity awards tied to Procore’s total shareholder return versus the S&P Completion Index (Information Technology). The company also reaffirmed its previously issued first quarter and full-year fiscal 2026 guidance, signaling no change to its near-term financial expectations alongside these executive appointments.

Insights

Equity research analyst

CFO and CRO succession with equity-heavy pay; guidance reaffirmed, net neutral.

Procore is executing a planned leadership transition by naming new CFO and CRO while keeping the former executives in advisory roles. This structure is designed to preserve continuity as new leaders with relevant software and sales experience step in.

Pyles’ package combines salary, cash bonus, and large RSU and PSU grants whose value depends on total shareholder return versus an information technology index over a three-year period. This aligns a substantial portion of compensation with relative stock performance and multi-year value creation.

The company reaffirmed its first quarter and full-year fiscal 2026 guidance already communicated in February 2026, indicating that these leadership changes do not alter its current financial expectations. Overall, the event is strategically important but not clearly thesis-changing without new numbers or targets.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive leadership changes did Procore (PCOR) announce on March 10, 2026?

Procore appointed Rachel Pyles as Chief Financial Officer Designate and Robert (Walt) Hearn as Chief Revenue Officer Designate effective March 10, 2026. Both will assume full CFO and CRO roles on April 1, 2026, while the current CFO and CRO move into short-term strategic advisory roles.

When will Procore’s new CFO and CRO formally assume their roles?

Rachel Pyles and Walt Hearn became CFO and CRO designates on March 10, 2026. They are scheduled to assume the full Chief Financial Officer and Chief Revenue Officer positions on April 1, 2026, with outgoing leaders supporting a transition in strategic advisory roles thereafter.

What are the key compensation terms for Procore’s new CFO, Rachel Pyles?

Rachel Pyles will receive a $450,000 annual base salary, an annual target bonus equal to 75% of that salary, and a $50,000 sign-on bonus. She also receives substantial RSU and performance-based RSU awards tied to Procore’s total shareholder return versus a specified technology index.

How are Procore’s performance-based RSUs for the new CFO structured?

The performance-based RSUs granted to Rachel Pyles have a target value of $5.4 million and can pay out up to 200% of target. Vesting depends on Procore’s total shareholder return over three years relative to companies in the S&P Completion Index (Information Technology), with vesting after certification of results.

Did Procore change its financial outlook when announcing the CFO and CRO transitions?

Procore reaffirmed its first quarter fiscal 2026 and full-year fiscal 2026 guidance when announcing the leadership changes. The company explicitly stated that this outlook matches guidance previously provided in its February 12, 2026 earnings release, indicating no revision to near-term expectations.

What protections and agreements did Procore provide to its new CFO, Rachel Pyles?

Procore entered into an indemnification agreement and a severance agreement with Rachel Pyles, both based on previously board-approved forms. She also signed the company’s standard proprietary information and inventions agreement, and her equity awards are governed by the 2021 Equity Incentive Plan and related standard agreements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/10/2026 - 05:03 PM Learn about SEC filing dates

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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): March 10, 2026

Procore Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40396		73-1636261
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6309 Carpinteria Avenue, Carpinteria, CA		93013
(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
Common stock, $0.0001 par value		PCOR		The New York Stock Exchange

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 ☐

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. ☐

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 10, 2026, the Board of Directors (the “Board”) of Procore Technologies, Inc. (the “Company”) unanimously appointed Rachel Pyles as Chief Financial Officer Designate (“CFO Designate”) of the Company and Robert Walter Hearn as Chief Revenue Officer Designate (“CRO Designate”) of the Company, each effective as of March 10, 2026 (the “Initial Start Date”). In addition, the Board unanimously approved the appointment of Ms. Pyles as Chief Financial Officer (“CFO”) and Treasurer of the Company and Mr. Hearn as Chief Revenue Officer (“CRO”) of the Company, each effective as of April 1, 2026 (the “Transition Date”). Howard Fu will continue to serve as the Company’s CFO and Treasurer and Lawrence Stack will continue to serve as the Company’s CRO until the Transition Date, after which each of them will move into strategic advisory roles for a brief period to support the transitions.

CFO Transition

Ms. Pyles, age 42, served as Chief Financial Officer and Senior Vice President of Finance of Ansys, Inc. (“Ansys”), an engineering simulation software company, from February 2024 until July 2025, when it was acquired by Synopsys, Inc. (“Synopsys”), an electronic design automation company. In her role at Ansys, Ms. Pyles was responsible for managing the company’s financial strategy, planning, and reporting. Following the acquisition of Ansys, Ms. Pyles served as Finance Transition Executive at Synopsys from July 2025 to January 2026, where she supported the transition of finance responsibilities related to Ansys to the Chief Financial Officer of Synopsys. From April 2023 to February 2024, Ms. Pyles served as Vice President, Strategic Finance at Ansys, where she oversaw the company’s financial planning and analysis function. Prior to Ansys, Ms. Pyles served as Senior Vice President, Finance, at Fidelity National Information Services, Inc. (“FIS”), a financial technology solutions provider, from July 2019 to April 2023, where she led the finance team for the merchant solutions segment. Ms. Pyles joined FIS through its acquisition of payment processing provider Worldpay, Inc. (“Worldpay”) in July 2019. Prior to joining FIS, Ms. Pyles held various leadership positions at Worldpay and its predecessors Vantiv, Inc. and Fifth Third Procession Solutions, LLC in corporate finance, finance transformation, and financial planning and analysis. Ms. Pyles holds a B.S. in Business Administration with concentrations in Finance and Investment Management from Duquesne University.

Pursuant to Ms. Pyles’s offer letter dated March 10, 2026 (the “CFO Offer Letter”), a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference, Ms. Pyles will earn an annual base salary of $450,000 beginning on the Initial Start Date. She will also be eligible to earn an annual target bonus equal to 75% of her annual base salary under the Company’s 2026 executive bonus program. Ms. Pyles will also receive a one-time sign-on bonus of $50,000.

In connection with her appointment, Ms. Pyles was granted a restricted stock unit (“RSU”) award under the Company’s 2021 Equity Incentive Plan, as amended (the “2021 EIP”), for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) with a target value equal to $8.1 million. The target value of the RSU award was converted into an actual number of RSUs using the volume-weighted average closing price of a share of the Common Stock on the New York Stock Exchange over the 15-trading day period immediately preceding the third business day prior to the Initial Start Date (such price, the “Grant Price”). One-fourth (1/4th) of the RSUs will vest on February 20, 2027, and the remaining RSUs will vest in equal installments over the three-year period thereafter on each subsequent quarterly company vesting date (February 20, May 20, August 20, and November 20, each a “Company Vesting Date”), subject to Ms. Pyles’s continuous service through each such vesting date. The RSU award will otherwise be subject to the terms of the 2021 EIP and the Company’s standard form of RSU agreement (the “RSU Agreement”), a copy of which was filed with the 2021 EIP as Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on February 24, 2026 (the “FY25 Form 10-K”).

In connection with her appointment, Ms. Pyles was also granted a performance-based RSU (“PSU”) award under the 2021 EIP for shares of the Common Stock with a target value equal to $5.4 million. The target value of the PSU award was converted into an actual number of PSUs using the Grant Price. Up to 200% of the PSUs may become eligible to vest (such portion that actually becomes eligible to vest, as determined by the Board or an authorized committee thereof, the “Eligible PSUs”) based on the applicable percentile ranking of the Company’s total shareholder return (“TSR”), as measured over the three-year period beginning on (and including) the Initial Start Date (the “Performance Period”), relative to the TSR of the companies that comprise the S&P Completion Index (CI) Information Technology (the “Index”), measured over the Performance Period. The Eligible PSUs, if any, will vest on the next Company Vesting Date following the date that the number of Eligible PSUs is determined by the Board or an authorized committee thereof (such determination date, the “Certification Date”), subject to Ms. Pyles’s continuous service through the applicable Company Vesting Date.

In the event of a “change in control” or “corporate transaction” (each as defined in the 2021 EIP) before the end of the Performance Period, all then-outstanding TSR-based PSUs will be deemed earned, if at all, (i) using the value of the per share consideration paid or payable in respect of the Common Stock in the transaction, as determined by the Board in good faith, as the ending Company per share price for the Performance Period, and (ii) by shortening the Performance Period solely for purposes of determining the TSR of the other companies in the Index so that the Performance Period is treated as ending on the last trading day prior to the closing date of the transaction (such earned PSUs, if any, the “CIC Eligible PSUs”). If in connection with such transaction, the acquirer assumes or substitutes the CIC Eligible PSUs, they will vest on the last day of the Performance Period (March 9, 2029), subject to Ms. Pyles’s continuous service through the applicable vesting date. However, if Ms. Pyles’s continuous service is terminated by the Company without “cause” (excluding due to death or permanent disability) or due to her resignation for “good reason” (each such term as defined in the Severance Agreement (as defined below)), within three months prior to or 12 months following the closing date of such transaction, then such CIC Eligible PSUs will fully vest immediately prior to the closing of such transaction or upon such termination of continuous service, whichever is later. If the acquirer does not assume or substitute the CIC Eligible PSUs in connection with such transaction, and if Ms. Pyles remains in continuous service through immediately prior to the closing of such transaction or Ms. Pyles’s employment is terminated without “cause” (excluding due to death or permanent disability) or due to her resignation for “good reason” within three months prior to the closing date of such transaction, then such CIC Eligible PSUs will fully vest immediately prior to the closing of the transaction. In the event Ms. Pyles’s service to the Company terminates by reason of death or permanent disability, then if such termination occurs (i) prior to the end of the Performance Period, the PSUs will vest at target level on the date of such termination, (ii) after the end of the Performance Period but before the Certification Date, the PSUs will remain outstanding and eligible to vest on the Certification Date based on actual performance, or (iii) after the Certification Date, the PSUs will fully vest on the date of such termination. Except as set forth herein, the PSU award will otherwise be subject to the terms of the 2021 EIP and the Company’s standard form of executive PSU agreement (a copy of which was filed with the 2021 EIP as Exhibit 10.3 to the FY25 Form 10-K) (the “PSU Agreement”).

Also on March 10, 2026, the Company entered into an indemnification agreement with Ms. Pyles in the form previously approved by the Board and filed as Exhibit 10.1 to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2021 (the “Indemnification Agreement”). On the same day, the Company entered into a severance agreement with Ms. Pyles in the form previously approved by the Board and filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q with the SEC on May 2, 2025 (the “Severance Agreement”). Ms. Pyles has also executed our standard proprietary information and inventions agreement.

The foregoing description of Ms. Pyles’s compensation arrangements is a summary only and is subject to and qualified in its entirety by reference to the CFO Offer Letter, the RSU Agreement, the PSU Agreement, the Severance Agreement, and the Indemnification Agreement.

There are no arrangements or understandings between Ms. Pyles and the Company or any other person pursuant to which Ms. Pyles was appointed as the Company’s CFO Designate, or her future appointment as the Company’s CFO and Treasurer. There are no family relationships between Ms. Pyles and any director or executive officer of the Company. Ms. Pyles has no direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01   Regulation FD Disclosure.

On March 10, 2026, the Company issued a press release (the “Press Release”) announcing the appointment of Ms. Pyles as the Company’s CFO Designate and of Mr. Hearn as the Company’s CRO Designate. In the Press Release, the Company also reaffirmed its first quarter fiscal 2026 and full-year fiscal 2026 guidance, as previously announced in its earnings release for its fourth quarter 2025 and full-year fiscal 2025 financial results on February 12, 2026.

The information in this Item 7.01, including the accompanying Exhibit 99.1 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 exhibits listed below are being furnished with this Current Report on Form 8-K.

Exhibit  Number		Description
10.1		Offer Letter by and between Rachel Pyles and the Registrant, dated March 10, 2026
99.1		Press Release dated March 10, 2026
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: March 10, 2026				By :		/s/ Benjamin C. Singer
						Benjamin C. Singer
						Chief Legal Officer and Corporate Secretary

Exhibit 99.1

Procore Announces Chief Financial Officer and Chief Revenue Officer Leadership Appointments

Seasoned Leaders Rachel Pyles and Walt Hearn to Join as CFO and CRO, Respectively, to Drive the Next Phase of Growth

Company Reaffirms Q1 and FY26 Financial Guidance

CARPINTERIA, Calif., March 10, 2026 – Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced two executive leadership appointments. Effective today, Rachel Pyles joins Procore as Chief Financial Officer Designate and Walt Hearn joins as Chief Revenue Officer Designate. Pyles will succeed Howard Fu as CFO and Treasurer and Hearn will succeed Larry Stack as CRO on April 1, 2026. At that time, Fu and Stack will move into strategic advisory roles to support a smooth transition.

Pyles brings over 20 years of finance leadership experience with a relentless focus on operational excellence and long-term value creation. As CFO at Ansys, Inc., she balanced meaningful revenue expansion with rigorous bottom-line discipline. In addition, Pyles has held various finance leadership roles at FIS, Worldpay, and Vantiv across corporate finance, finance transformation, and financial planning and analysis.

Hearn joined Ansys in 2007 and served in a variety of sales positions over his 18-year tenure. Prior to its acquisition by Synopsys, Inc., Hearn served as the head of worldwide sales and customer excellence where he was responsible for all facets of global revenue and customer success. Under his leadership, Hearn consistently delivered double-digit revenue growth with a focus on deepening customer relationships and a commitment to talent development.

“Having worked closely with them over the years, I can say with confidence that Rachel and Walt are proven and transformative leaders with deep expertise in the technology industry and impressive track records of driving growth and maximizing long-term stakeholder value,” said Ajei Gopal, President and CEO of Procore. “They join us at a pivotal time–Procore is operating from a position of strength and as we look to the future, we are confident that our market-leading platform, AI capabilities, and relentless commitment to delivering for our customers will enable us to capture the significant opportunity ahead.”

“Procore is well positioned to lead the construction industry through this new AI era and I’m honored to be a part of this journey,” said Pyles. “I am excited to work with Ajei and the leadership team to drive durable growth, expand margins, and compound free cash flow per share while we continue to execute on our vision to improve the lives of everyone in construction.”

“For millions of users, Procore serves as a central hub and true system of collaboration for an industry that builds the world around us,” said Hearn. “Procore customers are doing incredible things and I am eager to support their continued success.”

Gopal added, “On behalf of the entire Procore team, I’d like to express sincere gratitude to Howard and Larry for their many contributions to our business. These incredibly talented executives have established a strong foundation we can grow from as we remain focused on delivering unparalleled value to our customers and extending our market leadership.”

Procore reaffirms its first quarter fiscal 2026 and full-year fiscal 2026 guidance, as previously announced in its earnings release for its fourth quarter and full-year fiscal 2025 financial results on February 12, 2026.

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.

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, including its CFO and CRO succession plans, growth trajectory, ability to continue to deliver value for stakeholders, vision and expected benefits relating to artificial intelligence, and outlook for the first quarter 2026 and the full fiscal year 2026, 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, 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, including, but not limited to, its ability to effectively manage the CFO and CRO transition, its expectations regarding its financial performance (including revenues, expenses, and margins, and its ability to achieve or maintain future profitability), its ability to effectively manage its growth, anticipated performance, trends, growth rates, and challenges in its business and in the markets in which it operates or anticipates 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), its ability to realize the expected benefits of its go-to-market transition, its ability to attract new customers and retain and increase sales to existing customers, its ability to expand internationally, the effects of increased competition in its markets and its ability to compete effectively, its estimated total addressable market, its ability to execute, and realize benefits from, its stock repurchase program, its ability to develop and integrate new products, platform capabilities, services, and features in an efficient and timely manner and get its customers and prospective customers to adopt such new products, platform capabilities, services, and features, and as set forth in Procore’s filings with the Securities and Exchange Commission, including in the section titled “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 24, 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.

Media Contact

press@procore.com

Investor Contact

ir@procore.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 10.4 KB

Agreements & Contracts

• EX-10.1 EX-10.1 41.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB