Every 8-K that Procore Technologies Inc (PCOR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PCOR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PCOR filings page.
Procore Technologies, Inc. (PCOR) completed its previously announced acquisition of DroneDeploy, Inc. on September 9, 2026. DF Merger Sub, Inc., a wholly owned subsidiary of Procore, merged with and into DroneDeploy, with DroneDeploy continuing as the surviving company and becoming a wholly owned subsidiary of Procore.
Under the Agreement and Plan of Merger, Procore acquired DroneDeploy for a purchase price of approximately $845.0 million in cash, subject to adjustments for working capital, transaction expenses, cash and indebtedness as described in the Merger Agreement. Fortis Advisors LLC acts solely as the Stockholder Representative for DroneDeploy stockholders under the terms of the agreement.
Procore Technologies, Inc. completed a private offering of $950,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031, including full exercise of the initial purchasers’ $125,000,000 option. The notes are senior unsecured, bear no regular interest, mature on August 15, 2031, and are convertible under specified stock price, trading price, redemption and corporate event conditions.
The initial conversion rate is 12.0642 shares per $1,000 principal amount, equivalent to a conversion price of $82.89 per share, a 50% premium to the $55.26 share price on August 3, 2026. Based on this rate, the notes are initially convertible into 11,460,990 shares, and in limited circumstances up to 17,191,390 shares. Procore may redeem the notes on or after August 20, 2029 if stock-price conditions are met, and holders have repurchase rights upon a fundamental change.
Net proceeds were approximately $926.6 million. Procore used about $59.1 million to pay for capped call transactions with an initial cap price of $110.52 per share and about $175 million to repurchase approximately 3.17 million shares. The remaining proceeds are expected to fund part of the cash consideration for the acquisition of DroneDeploy, Inc. and for general corporate purposes.
Procore Technologies agreed to acquire DroneDeploy, a cloud-control software and visual intelligence provider for drones and other robots, in an all-cash transaction of approximately $845.0 million, subject to customary working capital, cash, debt and other adjustments. DroneDeploy will merge into a Procore subsidiary and become a wholly-owned subsidiary.
To help fund the deal, Procore obtained a debt commitment from Goldman Sachs Bank USA for up to $700.0 million via a 364-day senior secured bridge loan facility, though completion of the acquisition is not conditioned on this or any other financing. Procore will also create a retention pool of equity awards or cash for certain DroneDeploy service providers.
Closing is anticipated by the end of 2026, subject to DroneDeploy stockholder approval, accuracy of representations and warranties, covenant compliance, and regulatory clearances, including expiration or termination of the Hart-Scott-Rodino waiting period. Management highlights combining DroneDeploy’s reality-capture capabilities with Procore AI to enhance visual intelligence, jobsite visibility and automation.
Procore Technologies reported second quarter 2026 revenue of $375 million, up 16% year-over-year, and achieved GAAP operating profitability with a 1% GAAP operating margin. Non-GAAP gross margin was 84% and non-GAAP operating margin reached 21%, reflecting improved cost efficiency.
GAAP net income was $16,922 thousand. Operating cash inflow was $88 million, a 185% year-over-year increase, and free cash inflow was $65 million, up 507%. Total remaining performance obligations were $1,669,915 thousand, while gross revenue retention was 95% and customers contributing over $100,000 of annual recurring revenue grew 14% to 2,871.
For third quarter 2026, Procore expects revenue of $382 million to $384 million and non-GAAP operating margin of 19% to 19.5%. For full-year 2026, revenue guidance is $1,510 million to $1,514 million with non-GAAP operating margin of 18.5% to 19.0% and free cash flow margin of 19.5%. For 2027, non-GAAP operating margin is expected to be 25%.
Procore Technologies, Inc. disclosed that director Erin Chapple has decided to voluntarily resign from its Board of Directors, effective June 30, 2026. The company stated that her resignation is not due to any disagreement with Procore on its operations, policies, or practices.
Following her departure, the Board size will be reduced from 11 to 10 directors, effective immediately after her resignation becomes effective. This represents a board-size adjustment rather than a broader leadership overhaul.
Procore Technologies, Inc. reported the results of its annual stockholder meeting held on June 4, 2026. As of the April 10, 2026 record date, 150,807,455 common shares were outstanding and entitled to vote.
Stockholders elected three Class II directors to serve until the 2029 annual meeting. Craig F. Courtemanche, Jr. received 114,887,561 votes for and 1,411,090 withheld, Kathryn A. Bueker received 106,452,108 for and 9,846,543 withheld, and Nanci E. Caldwell received 79,468,441 for and 36,830,210 withheld. Each proposal reflected 21,616,947 broker non-votes.
Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 137,300,621 votes for, 492,262 against, and 122,715 abstentions. In an advisory vote, stockholders approved the compensation of named executive officers, with 73,326,259 votes for, 42,864,779 against, and 107,613 abstentions.
Procore Technologies reported solid Q1 2026 growth, with revenue of $359.3 million, up 16% year-over-year. GAAP results still showed a net loss of $9.1 million and a (4%) operating margin, but non-GAAP income from operations reached $60.8 million with a 17% non-GAAP operating margin.
Non-GAAP net income was $51.7 million, or $0.34 per diluted share. Free cash flow was $56.0 million, up 20% year-over-year, and operating cash flow was $76.8 million. Gross revenue retention was a high 95%, and customers generating over $100,000 of annual recurring revenue rose 16% to 2,795.
For Q2 2026, Procore expects revenue of $364–$366 million and a non-GAAP operating margin of 17.5–18.5%. For full-year 2026, it guides to revenue of $1,499–$1,503 million, non-GAAP operating margin of 18–18.5%, and a 19% free cash flow margin, while also repurchasing about 1.8 million shares for roughly $100 million in Q1.
Procore Technologies, Inc. expanded its Board of Directors from 10 to 11 members and appointed Dr. Vishal Misra as a Class III director effective April 20, 2026. He will serve until the 2027 annual meeting, and was also named to the Audit Committee.
Dr. Misra is considered an independent director under New York Stock Exchange standards and the company’s Corporate Governance Guidelines. Under Procore’s Non-Employee Director Compensation Policy, he will receive annual cash retainers for Board and Audit Committee service and an initial restricted stock unit award with a target value of $530,000, vesting in three annual installments.
Future annual RSU awards tied to each annual stockholder meeting will vest at the following year’s meeting, subject to continued service. Procore also entered into its standard indemnification agreement with Dr. Misra and issued a press release on April 22, 2026 announcing his appointment.
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.
Procore Technologies reported strong growth for the fourth quarter and full year 2025. Q4 revenue was $349 million, up 16% year-over-year, with GAAP gross margin of 80% and non-GAAP gross margin of 84%. GAAP operating margin was -12%, while non-GAAP operating margin reached 15%.
Operating cash inflow for Q4 was $114 million and free cash inflow was $90 million, the largest free cash flow quarter in the company’s history. For 2025, revenue was $1,323 million, up 15% year-over-year, with non-GAAP operating margin of 14% and free cash inflow of $215 million, a 69% year-over-year increase.
The company highlighted 95% gross revenue retention and 106% net revenue retention for 2025, along with growing large-customer cohorts. For 2026, Procore guides revenue to $1,489–$1,494 million with expected non-GAAP operating margin of 17.5–18% and free cash flow margin of 19%.
Procore Technologies, Inc. announced that director Brian Feinstein chose to resign from its Board of Directors effective December 9, 2025, and stated that his decision was not due to any disagreement with the company’s operations, policies, or practices. To fill the vacancy, the Board appointed Ronald Hovsepian as a Class I independent director, with a term running until the 2028 annual meeting of stockholders, and also named him to the Compensation Committee and the Nominating and Corporate Governance Committee.
Under Procore’s Non-Employee Director Compensation Policy, Mr. Hovsepian will receive an annual cash retainer of $48,100 for Board service, plus $10,000 for serving on the Compensation Committee and $6,400 for serving on the Nominating Committee, paid quarterly in arrears and prorated as needed. He was also granted an initial restricted stock unit award with a target equity value of $530,000, vesting in three equal annual installments in 2026, 2027, and 2028, and will be eligible for additional annual RSU awards with a target equity value of $227,500 at each future annual meeting, each vesting at the following year’s meeting, all pursuant to the company’s 2021 Equity Incentive Plan.
Procore Technologies (PCOR) finalized its planned leadership transition, with Dr. Ajei S. Gopal becoming CEO on November 10, 2025 following the company’s Q3FY25 results announcement. Founder Craig Courtemanche, Jr. resigned as President and CEO as part of the transition and remains Board Chair.
On November 8, 2025, the Compensation Committee approved: a $500,000 one-time cash bonus payable in January 2026; Courtemanche’s continued eligibility for a non‑prorated FY25 Bonus Plan payout; and company payment of 12 months of benefits premiums after the transition effective date. The Committee also granted a performance-based RSU (PSU) award with a $3.0 million target value. Up to 100% may become eligible based on supporting the new CEO through November 10, 2026, with any Eligible PSUs vesting on November 20, 2026, subject to continued Board service.
Procore Technologies (PCOR) furnished an 8-K announcing it issued a press release with results for the fiscal quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and the information is being furnished under Item 2.02. The company states the information and exhibit “shall not be deemed filed” under the Exchange Act. Procore’s common stock trades on the NYSE under the symbol PCOR.
Procore Technologies disclosed the employment terms for Ajei S. Gopal as its new President and Chief Executive Officer. The company will pay an annual base salary of $750,000 and a target annual bonus equal to 150% of base salary with up to 200% of target payable based on company performance. He will receive a one-time $320,000 sign-on bonus, reimbursement of up to $125,000 for legal fees, and an RSU grant priced using the 30-trading-day VWAP ending September 18, 2025, that vests over four years with full vesting on death or permanent disability.
Severance provides 18 months of salary and target bonus for termination without cause (24 months if tied to a change in control), COBRA premium payments, and accelerated vesting of time-based equity under specified circumstances.