Exhibit 10.1

September 22, 2025

Dr. Ajei Gopal

[***]

VIA EMAIL:

Dear Ajei,

We wanted to personally thank you for taking the time to interview with Procore Technologies, Inc. (the “Company” or “Procore”). We are thrilled to formally extend to you an offer to join our team of Groundbreakers who are shaping the Procore of tomorrow. Before you start your journey with us, we need you to review and sign this conditional offer of employment.

POSITION. Your initial title will be Chief Executive Officer Designate, and you will serve in that position until the first Monday following the Company’s public announcement of its financial results for the fiscal quarter ending September 30, 2025, at which point you will be appointed as President and Chief Executive Officer of the Company (“CEO”); we anticipate that you will be appointed as CEO on or around November 10, 2025. In each case, you will report to the Company’s Board of Directors (the “Board”). The President and Chief Executive Officer shall be the highest-ranking executive officer of the Company, with authority over the day-to-day business, operations, and management of the Company. All other officers and employees shall report, directly or indirectly, to the President and Chief Executive Officer. You will also be appointed to the Board effective as of the Initial Start Date and, for so long as you continue to serve as CEO, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company (“Common Stock”) is listed), the Board and/or the Nominating and Governance Committee of the Board will nominate you for reelection to the Board at each Company annual stockholders’ meeting at which you are subject to reelection. If your position as CEO is terminated by you or the Company for any reason, you agree that such termination shall be deemed as a resignation of your Board seat and any other role you maintain with the Company or its affiliates, unless otherwise requested by the Board. Subject to the terms and conditions of your Severance Agreement (as defined below), you agree to provide a written resignation and complete any other steps necessary to effectuate or document such resignation upon request by the Board.

You may continue to (i) serve as a member of the board of directors or board of trustees, as applicable, of the companies set forth in Attachment A, (ii) serve on other for-profit boards of directors with the prior consent of the Board, which consent shall not be unreasonably withheld (provided, however, that upon the cessation of your board service to a company in Attachment A, for so long as you continue to serve as CEO, you may only serve as a director of one for-profit board of directors at any time other than the Company’s Board), (iii) engage in religious, charitable or other community activities (including serving on their boards with the prior written consent of the Board) and (iv) manage your and your family’s personal investments, provided in each case, that such service does not, individually or in the aggregate, conflict with the performance of your duties to the Company; conflict with your fiduciary duties to the Company; breach any of the Company’s policies (including its Corporate Governance Guidelines or Code of Business Conduct and Ethics); or result in a breach of the restrictive covenants to which you are bound.

In the event that such conflict occurs and cannot be resolved in cooperation between you and the Board (as determined by the Board in good faith), the Board may require you to cease such services and/or activities.

Your agreed upon start date as Chief Executive Officer Designate will be September 22, 2025 or such other date that may be mutually agreed between you and the Board (such date, the “Initial Start Date”).

WORK LOCATION. Your work location will be Remote US and your work model is Remote, meaning you are not required to work from a Procore office, but you will be expected to travel to Procore locations from time-to-time, as needed.

As a remote employee, you will be taxed per your home state. As a remote-friendly workplace, Procore strives to provide a flexible working environment, but is also required to follow all applicable state and local laws. You will be required to follow certain policies and procedures to ensure compliance with tax, benefits, information security, and legal issues in connection with your work location. In addition, any change in your permanent work location recorded with Procore that is outside of the U.S. requires prior written approval from the Chairperson of the Board (or, if you are Chairperson of the Board, the Board’s Lead Independent Director).

SALARY SUMMARY. If you accept this offer, and we hope you do, your annualized base salary will be $750,000, payable from the Initial Start Date in bi-weekly installments every other Friday, or sooner as required by applicable state law. Your salary may be adjusted from time-to-time, including through increases (but not decreases without your consent), in the Board’s sole discretion or pursuant to Procore employee compensation policies in effect. For so long as you are an employee of the Company, you will not receive any additional or separate compensation for your service on the Board.

All amounts of compensation and other remuneration payable to you is before taxation or other withholdings required or permitted by law. Procore reserves the right to withhold all applicable federal, state and local income, Social Security and other employment taxes, along with any other amounts of required or authorized withholding, from all amounts of compensation and other remuneration payable to you, whether as direct compensation or pursuant to any of the compensation or benefit plans in which you may participate.

This position is an exempt position, which is intended to compensate you for all hours worked and means you will not receive overtime pay. All applicable wage notices required by law will be provided to you prior to employment.

INCENTIVE BONUS. During each fiscal year in which you are employed by the Company as CEO, you will be eligible for incentive bonus compensation with a target bonus equal to 150% of your annual base salary (the “Target Bonus”), subject to the terms and conditions of the Company’s Cash Incentive Bonus Plan, as such may be amended from time to time. Your eligibility to participate in the Cash Incentive Bonus Plan will begin with the Company’s 2026 fiscal year. You will have an opportunity to earn up to 200% of the Target Bonus for the Company’s 2026 fiscal year. Starting with the Company’s 2026 fiscal year, the performance criteria applicable to any Target Bonus and the performance criteria of any executive-level bonuses under the Cash Incentive Bonus Plan shall be determined by the Board after good faith consultation with you.

SIGNING BONUS. In addition, you will receive a one-time sign-on bonus of $320,000. This bonus will be payable in your first paycheck. This bonus is subject to state and local federal withholding and other applicable taxes and will appear on your year-end W-2 form.

RESTRICTED STOCK UNITS. On the Initial Start Date, you will be granted an award (the “Award”) of restricted stock units covering shares of Common Stock (“RSUs”) with an aggregate target value of $55,000,000 (the “Target Value”). The Target Value will be converted to a number of RSUs using the volume-weighted average price of a share of Common Stock as reported on the New York Stock Exchange over the thirty trading day period ending on (and including) the day that is two trading days prior to your Initial Start Date (such price, the “Peg Price”). The Award will be governed by the terms and conditions of the Company’s 2021 Equity Incentive Plan as amended from time to time (the “Plan”), as well as the terms and conditions of the applicable equity award agreement and notice of grant (collectively, the “Grant Documents”), which Grant Documents will supersede any terms set forth in this letter. You will be required to sign or otherwise accept the terms and conditions of the Grant Documents in accordance with the Company’s acceptance procedures.

The Award will be split into two separate RSU grants, each with a Target Value of $27,500,000:

In addition to the foregoing, you will be eligible for a full value (i.e., not pro-rated) annual equity refresh grant beginning in 2026 and in each year you remain employed by Procore thereafter, with the value and terms of such grant to be determined by the Board or an authorized committee thereof in its sole discretion, in accordance with the Company’s annual compensation-setting process.

SEVERANCE BENEFITS. As of your appointment as Chief Executive Officer Designate on the Initial Start Date, you will be eligible for severance benefits under and in accordance with the terms of that certain Executive Severance Agreement, dated as of the date of this letter, by and between you and the Company (the “Severance Agreement”).

EMPLOYEE BENEFITS. As an employee, you will be entitled to participate in Procore’s employee benefit plans and arrangements, subject to the terms and conditions of the official plan documents in effect.

In addition, you will be entitled to paid time off in accordance with the Procore Values Time Off (PVT) policy, as well as our Sick Time Off (STO) policy as in effect from time to time. Carryover, if any, and payout of PVT and STO upon termination, if any, will be governed by applicable policies and law in effect at the time of carryover and/or termination. Procore reserves the right to change and/or eliminate benefits and policies from time to time at its discretion.

If you accept this offer and are hired, you will receive a benefits enrollment packet offered by Procore and copies of summaries of the employee benefit plans in which you may be eligible to participate. Your eligibility to participate in any employee benefits plans and the terms of your participation will be governed by the current plan documents and nothing in this letter can modify those provisions of the plans.

The Company will conduct periodic security assessments and will work with you to determine reasonable actions to be taken to ensure your safety based on the findings of such assessments.

You shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by you during your employment with the Company in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company. In addition, the Company shall reimburse you for any reasonable attorneys’ fees incurred in connection with the consideration and negotiation of this offer letter, the Severance Agreement, the Grant Documents and any related documentation thereto, up to a maximum amount of $125,000.

You and the Company will enter into the form of indemnification agreement provided to other similarly situated officers and directors of the Company, as applicable, effective as of the Initial Start Date. In addition, you will be covered by the director and officer liability insurance policy currently maintained by the Company, or as may be maintained by the Company from time to time, on terms no less favorable than for any other executive officer of the Company or member of the Board, provided, that, for the six-year period following the date your employment or service with the Company terminates for any reason, the Company agrees that it will maintain a director and officer liability insurance policy with respect to the services provided by you to the Company during your employment or service with the Company.

WORK AUTHORIZATION. Your offer and your continued employment are contingent on your eligibility to work in the U.S.

AT-WILL EMPLOYMENT. Your employment with the Company has no set time period. Your employment with the Company will be “at-will,” meaning that either you or the Company will be entitled to terminate your employment at any time with or without advance notice and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. The “at-will” nature of your employment may only be changed in an express written agreement signed by you and the Chairperson of the Board (or, if you are Chairperson of the Board, the Board’s Lead Independent Director) that expressly alters the fact that your employment is at-will. Except for the Chairperson of the Board (or, if you are Chairperson of the Board, the Board’s Lead Independent Director), no director, employee, manager, supervisor or representative of the Company has any authority to enter into any agreement for employment for any specific period of time or to make any agreement contrary to the foregoing. Only the Chairperson of the Board (or, if you are Chairperson of the Board, the Board’s Lead Independent Director) has the authority to make any agreement contrary to the foregoing, and then only in writing. Nothing elsewhere in this letter should be read to alter the at-will nature of your anticipated employment with the Company or to alter any other term in this paragraph.

CONDITIONS. This conditional offer letter is also subject to the terms set forth in Attachments B and C, which include, but are not limited to, the Proprietary Information and Inventions Agreement requirement (including customary restrictive covenants therein), as well as the following provisions: Confidential Information, Clawback Policy, Arbitration, and Authorization.

Further, this offer will be withdrawn (regardless of whether or not you have already signed it) if any of the conditions to employment set out in this letter and Attachments B and C are not satisfied prior to your first day of employment or sooner, as instructed, so that we may begin this journey with you. Unless and until all such steps have been completed, this conditional offer of employment may be withdrawn and you should not alter any personal circumstances in reliance on this conditional offer.

SUMMARY. This letter, including the terms and expectations set forth under Attachments B and C, the Severance Agreement, and, if applicable, any of your obligations with respect to the securities of the Company (including, without limitation, your obligations under any Grant Documents or the Plan), constitutes the entire agreement between you and the Company relating to their terms, and supersede all prior or contemporaneous agreements, understandings, negotiations or representations, whether oral or written, express or implied, between you and the Company regarding their subject matter. Except as provided herein, this letter and the terms set forth under Attachments B and C (except for terms reserved to the Company’s discretion) may not be amended or modified except by an express written agreement signed by you and the Chairperson of the Board.

[Signature page follows]

We’re excited for you to join us and hope you find the above terms agreeable. Indicate your acceptance of our offer by signing and dating this letter and returning it to Procore. This offer is valid until September 22, 2025.

By signing below, I acknowledge that I have been furnished with a copy of this offer and any applicable attachments or documents referenced herein including, but not limited to, Attachments B and C and the Severance Agreement, and that I understand and agree to the terms set forth above.

Acknowledgement and Acceptance of Terms:

ATTACHMENT A

ATTACHMENT B

By signing the attached offer letter, you also acknowledge and agree to the below as a condition of your at-will employment with Procore. Any amendments to or changes in the following must follow the Amendment requirements as set forth in the offer letter.

PROCORE EQUAL OPPORTUNITY STATEMENT

Procore Technologies Inc., a Delaware Company (“the Company”), is an equal opportunity employer. All qualified applicants will be considered without regard to age (40 and over), race, color, sex, religion, national origin, ancestry, citizenship, veteran status, sexual orientation or preference, physical or mental disability, or any other characteristic protected under applicable federal, state or local law.

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. Like all Procore employees, you will be required, as a condition to your employment with the Company, to sign and return the Company’s Proprietary Information and Inventions Agreement on or before your first day of employment. This will be sent to you shortly and must be signed prior to your first day at Procore.

CONFIDENTIAL INFORMATION. In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person or entity to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You further confirm that you will not bring any documents or proprietary data or materials of any kind, electronic or otherwise, belonging to your current or former employer, or other person or entity to whom you have an obligation of confidentiality, to Procore without written authorization from your current or former employer, or other applicable person or entity. If you have any questions about the ownership of particular documents or other information, discuss such questions with your current or former employer, or other applicable person or entity, before removing or copying the documents or information. By signing this offer letter, you represent and warrant that (i) you are not party to any agreement or subject to any policy applicable to you that would (a) prevent or restrict your ability to perform the duties and expectations of the position offered or engage in activities competitive with the activities of your current or former employer or (b) prevent or restrict you from directly or indirectly soliciting any employee, client or customer to leave the employ of, or transfer its business away from, your current or former employer, and (ii) if you are subject to such an agreement or policy, (a) you have complied and will continue to comply with your obligations, and (b) your employment with the Company does not violate any such agreement or policy. Employment with the Company is contingent upon confirmation that you are not subject to any legal restrictions on your activities in your work for the Company.

CLAWBACK POLICY. The compensation described in the attached offer letter or other compensation paid to you in connection with your employment with the Company may be subject to recoupment in accordance with any generally applicable clawback policy that the Company adopts, including the Company’s Incentive Compensation Recoupment Policy, effective December 1, 2023, or any other clawback policy the Company adopts pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) or other applicable law. In addition, the Board may, from time to time, impose such other clawback, recovery, or recoupment provisions as the Board determines necessary to comply with the Dodd-Frank Act or other applicable law, including, but not limited to, a reacquisition right in respect of previously acquired shares of common stock of the Company or other cash or property paid to you during the course of your employment with the Company.

ARBITRATION. To ensure the timely and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this letter agreement, or your employment, or the termination of your employment, including but not limited to all statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in Austin, TX, by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address:  https:// www. jamsadr.com/rules-employment) and subject to the laws of the state in which you reside during your employment with the Company. A hard copy of the rules will be provided to you upon request. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that you will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this agreement, shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall:

Notwithstanding any term in this provision, the above is subject to any prohibitions or restrictions under federal, state, or local law including, but not limited to, claims under the Ending Forced Arbitration of Sexual Assault and Harassment Act.

ATTACHMENT C

AUTHORIZATION

I authorize the Company to secure background information on my work record, education, and other matters related to my suitability for employment.

I hereby give my consent to any former employer, personal reference or other source to provide employment-related information about me to the Company without giving me prior notice of such disclosure. I agree to hold the Company and all providers of information harmless from any claims, demands, or liabilities arising out of or in any way related to the furnishing or receiving of information related to the hiring process.

I understand that I may be asked to submit to a credit history check and/or criminal history background check as a condition of my employment to the extent permitted under applicable law and/or required due to my specific anticipated role at Procore. In that event, I understand that I will be provided with separate notice and consent forms.

I understand that nothing contained in any information conveyed prior to me signing this Authorization, including but not limited to during any interview, or during my employment if hired, is intended to create an employment contract between the Company and me.

I understand that if hired, I will be required to provide original documents which verify my identity and right to work in the United States under the Immigration Reform and Control Act (IRCA) of 1986. The document(s) provided will be used for completion of Form I-9.

I hereby acknowledge that I have read and agree to the above statements.

Acknowledgement and Acceptance of Terms:

Exhibit 10.2

EXECUTIVE SEVERANCE AGREEMENT

This Executive Severance Agreement (this “Agreement”), dated as of September 22, 2025 (the “Effective Date”), is made by and between Dr. Ajei Gopal (“Executive”) and Procore Technologies, Inc., a Delaware corporation. Capitalized terms used but not defined within the text of this Agreement shall have the respective meanings ascribed to them in Section 8.

RECITALS

A. The Company’s Board of Directors (the “Board”) believes that it is in the best interests of the Company and its stockholders that the Company provide Executive with certain benefits upon a termination of Executive’s employment under certain circumstances, which benefits are intended to provide Executive with financial security and provide sufficient income and encouragement to Executive to remain with the Company, notwithstanding the possibility of a termination of Executive’s employment with the Company.

B. To accomplish the foregoing objectives, the Board desires to provide the opportunity for severance and change in control benefits to Executive on the terms provided in this Agreement.

Now therefore, in consideration of the mutual promises, covenants and agreements contained herein, and in consideration of the employment of Executive by the Company, the parties hereto agree as follows:

1. Effectiveness and Term of Agreement. This Agreement shall become effective as of the Effective Date and will have an initial term ending on the third anniversary of the Effective Date. Upon such third anniversary, and on each anniversary of the Effective Date thereafter, the term of this Agreement shall automatically be extended for an additional year, unless either the Company or Executive provides written notice of non-renewal no later than sixty (60) days prior to such anniversary. For the purposes of this Agreement, notice by the Company of non-renewal shall be treated as the Company terminating Executive’s employment without Cause. Notwithstanding the foregoing, (i) this Agreement and any benefits conferred upon Executive hereunder will automatically and immediately terminate without further notice to or consent from Executive if Executive’s employment is terminated by the Company for Cause or Executive voluntarily resigns Executive’s employment without Good Reason, and (ii) this Agreement and the benefits conferred upon Executive hereunder will remain in full force and effect during the period beginning on the date that is six (6) months prior to the effective date of a Change in Control and ending on the date that is eighteen (18) months following the closing of such Change in Control.

2. Qualifying Termination. If Executive is subject to a Qualifying Termination, then, subject to Sections 6, 10, and 11 below as well as satisfaction of the Severance Preconditions, Executive will be entitled to the following payments and benefits:

(a) Severance and Bonus Benefits. The Company shall pay Executive an amount equal to the sum of (i) eighteen (18) months of Executive’s monthly base salary, and (ii) eighteen (18) months of Executive’s target annual bonus, each at the rate (or target level, as applicable) in effect immediately prior to the Qualifying Termination (each of clause (i) and (ii) determined without regard to such material reduction in base salary or target bonus which gave rise to Executive’s claim of Good Reason pursuant to Section 8(i), if applicable). Executive will receive such severance payment in a cash lump sum, which will be paid on the first business day occurring after the sixtieth (60th) day following the Qualifying Termination, provided that the Severance Preconditions have been satisfied.

(b)Equity. Except as set forth below, each of Executive’s then outstanding unvested Equity Awards that are subject solely to time-based vesting criteria (including any Equity Awards that were subject to performance criteria that have been satisfied, and that remain only subject to time-based vesting criteria) (collectively, the “QT Eligible Equity Awards”) shall accelerate and become vested (and, if applicable, exercisable) as if Executive had remained in Continuous Service for eighteen (18) months following the effective date of the Qualifying Termination (the “Non-CIC Accelerated Vesting”). Subject to Section 6, the Non-CIC Accelerated Vesting described above shall be effective as of the date of the Qualifying Termination. Subject to Section 3(d) below, any Equity Award that is not a QT Eligible Equity Award shall not be subject to accelerated vesting pursuant to the terms of this Section 2(b) and shall instead be forfeited and terminated as of the effective date of the Qualifying Termination. Notwithstanding the foregoing, the first (and only the first) performance-based restricted stock unit award, if any, granted to Executive shall be subject to any provisions included in the governing award agreement that apply in the event Executive is subject to a Qualifying Termination. “Equity Awards” means all options to purchase shares of Company common stock, restricted stock units, and all other stock-based awards granted to Executive, including but not limited to stock bonus awards, restricted stock and stock appreciation rights.

(c) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for Executive’s eligible dependents, for the eighteen (18)-month period following Executive’s Separation or, if earlier, until Executive has obtained coverage under another substantially equivalent medical insurance plan from a subsequent employer or is otherwise ineligible for COBRA; provided, however, that if the Company determines that it cannot provide the payment of COBRA on behalf of Executive without violating applicable law, the Company will provide Executive, in lieu thereof, a taxable lump sum payment for the balance of the eighteen (18)-month COBRA period, which payment will equal 100% of the applicable COBRA premium for Executive and any dependents. The number of months of COBRA to be paid to Executive, in the event of a cash payment under the preceding sentence, shall be reduced by the number of months of COBRA premiums previously paid by the Company on Executive’s behalf.

3. CIC Qualifying Termination. If Executive is subject to a CIC Qualifying Termination, then, subject to Sections 6, 10, and 11 below as well as satisfaction of the Severance Preconditions, Executive will be entitled to the following payments and benefits:

(a) Severance and Bonus Payments. The Company or its successor shall pay Executive an amount equal to the sum of (i) twenty-four (24) months of Executive’s monthly base salary and (ii) twenty-four (24) months of Executive’s target annual bonus, each at the rate (or target level, as applicable) in effect immediately prior to the CIC Qualifying Termination (each of clause (i) and (ii) determined without regard to such material reduction in base salary or target bonus which gave rise to Executive’s claim of Good Reason pursuant to Section 8(i), if applicable). Executive will receive such severance payment in a cash lump sum, which will be paid on the first business day occurring after the sixtieth day following the CIC Qualifying Termination, provided that the Severance Preconditions have been satisfied. In addition, if Executive was employed on the last day of any performance period applicable to any cash incentive program of the Company in which Executive participated prior to Executive’s Separation, then Executive shall be paid such incentive compensation, if any (calculated based on actual achievement of such program’s applicable performance criteria), at the time that other participants in such program are paid thereunder, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year in which the Separation occurs or at such earlier time as may be required by applicable law, provided that the Severance Preconditions have been satisfied.

(b) Equity. Except as set forth below, each of Executive’s then outstanding unvested Equity Awards shall accelerate in full and become fully vested (and, if applicable, exercisable) (the “CIC Accelerated Vesting”). Subject to Section 6, the CIC Accelerated Vesting described above shall be effective as of the date of the CIC Qualifying Termination. Notwithstanding the foregoing, and except as provided for in an applicable Equity Award agreement, to the extent an Equity Award vests based upon the satisfaction of any performance criteria, only the time-based aspect (if any) of the vesting schedule of such Equity Award shall accelerate pursuant to the terms of this Section 3(b), and any remaining performance-based aspect of the vesting schedule of such Equity Award shall remain subject to the terms of such Equity Award and shall not be subject to accelerated vesting pursuant to the terms of this Section 3(b).

(c) Continued Employee Benefits. If Executive timely elects continued coverage under COBRA, the Company shall pay the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for Executive’s eligible dependents, for the twenty-four (24)-month period following Executive’s Separation or, if earlier, until Executive has obtained coverage under another substantially equivalent medical insurance plan from a subsequent employer or is otherwise ineligible for COBRA; provided, however, that if the Company determines that it cannot provide the payment of COBRA on behalf of Executive without violating applicable law, the Company will provide Executive, in lieu thereof, a taxable lump sum payment for the balance of the twenty-four (24) month COBRA period, which payment will equal 100% of the applicable COBRA premium for Executive and any dependents. The number of months of COBRA to be paid to Executive, in the event of a cash payment under the preceding sentence, shall be reduced by the number of months of COBRA previously paid by the Company on Executive’s behalf.

(d) Benefits True Up. In the event Executive Separates pursuant to a Qualifying Termination under Section 2 and such Separation is later determined by the Company to qualify as a CIC Qualifying Termination, then the Company shall make a true-up payment to Executive so that the aggregate of all benefits provided to Executive equal those set forth in Section 3. Notwithstanding the timing described in Sections 3(a), 3(b) and 3(c), this true-up payment will occur on the closing of the Change in Control, and any Equity Awards that would otherwise be forfeited upon a Qualifying Termination shall remain outstanding and eligible to vest pursuant to this Agreement for six (6) months following such Qualifying Termination to permit the acceleration described in Section 3(b) above, provided that in no event shall any Equity Award that constitutes an option remain outstanding beyond its maximum term.

4. Succession-Planning Resignation. If Executive is subject to a Succession-Planning Resignation, then, subject to Sections 6, 10, and 11 below as well as satisfaction of the Severance Preconditions, Executive will be entitled to (i) the benefits set forth in Sections 2(a) and 2(c) above, mutatis mutandis, as if the Succession-Planning Resignation had been a Qualifying Termination, and (ii) continued vesting of all outstanding Equity Awards that were awarded to Executive more than six (6) months prior to the effective date of such Succession-Planning Resignation, as if Executive had remained in Continuous Service until all such Equity Awards were fully vested in accordance with their terms. For the avoidance of doubt, any such Equity Awards that are subject to performance-based vesting requirements will continue to vest under this Section 4 only to the extent such performance-based vesting requirements are satisfied, if at all, pursuant to the terms of the applicable Equity Award.

5. Death or Disability. If Executive is subject to a Separation that is not a CIC Qualifying Termination or a Succession-Planning Resignation, but which results from the Company terminating Executive’s employment as a result of Executive’s death or Disability, then, subject to Sections 6, 10, and 11 below as well as satisfaction of the Severance Preconditions, Executive (or Executive’s estate) will be entitled to the benefits set forth in Section 2(c) above, mutatis mutandis, as if the Separation due to Executive’s death or Disability had been a Qualifying Termination.

6. General Release. Any other provision of this Agreement notwithstanding, the benefits under Sections 2, 3, 4 and 5 shall not apply unless Executive (or Executive’s estate as applicable) has executed a general release of claims in a reasonable form prescribed by the Company and such release has become effective (the document effecting the foregoing, the “Release”). The Release shall include a mutual non-disparagement provision. In no event will the Release require Executive to release claims that by law cannot be released by private agreement including, but not limited to, claims for worker’s compensation and unemployment compensation, rights to indemnification, rights to directors and officers liability insurance, rights to vested benefits or rights to owned or vested equity. The Company will deliver the form of Release to Executive within ten (10) days after Executive’s Separation. Executive must execute and return the Release within the time period specified in the Release, and in all events within sixty (60) days following the Separation event described in Section 2, 3 or 4, as applicable.

7. Accrued Compensation and Benefits. Notwithstanding anything to the contrary in Sections 2, 3, 4 and 5 above, the Company shall pay Executive’s earned but unpaid base salary and other vested but unpaid cash entitlements for the period through and including the date of Separation, including unused earned vacation pay and unreimbursed documented business expenses incurred by Executive prior to the date of Separation (collectively, “Accrued Compensation and Expenses”). In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the date of Separation under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as may be modified herein (collectively, “Accrued Benefits”). Any Accrued Compensation and Expenses to which Executive is entitled shall be paid to Executive in cash as soon as administratively practicable after the Separation, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year in which the Separation occurs or at such earlier time as may be required by applicable law. Any Accrued Benefits to which Executive is entitled shall be paid to Executive as provided in the relevant plans and arrangements.

8. Definitions.

(a) “Cause” means, with respect to Executive, the occurrence of one or more of the following: (i) the conviction of, or entry of a plea of guilty or no contest to, a felony offense or crime of dishonesty against the Company; (ii) willful misconduct with respect to the Company that results in, or is reasonably likely to result in (in the good faith determination of the Board), material harm to the Company; (iii) willful and repeated failure to perform the lawful and reasonable instructions of the Board (other than due to a Disability) in a manner consistent with Executive’s position and duties; (iv) a material breach of any material term of this Agreement or any other material agreement with the Company; or (v) a material breach of any material policy of the Company that is applicable to Executive. In the event of (ii), (iii), (iv), or (v) above, Cause will not be deemed to have occurred until Executive fails to cure such event (solely to the extent such event is curable in the good faith determination of the Board) to the reasonable satisfaction of the Board within thirty (30) days after receiving written notice thereof from the Company.

(b) “Change in Control” has the meaning set forth in the Equity Plan.

(c) “CIC Qualifying Termination” means a Separation (i) within eighteen (18) months following a Change in Control or (ii) within six (6) months prior to the effective date of a Change in Control, in each case, resulting from (x) the Company terminating Executive’s employment for any reason other than Cause or (y) Executive voluntarily resigning Executive’s employment for Good Reason. A termination or resignation due to Executive’s death or Disability, or as part of a Succession-Planning Resignation, shall not constitute a CIC Qualifying Termination.

(d) “Code” means the Internal Revenue Code of 1986, as amended.

(e) “Company” means Procore Technologies, Inc. or, following a Change in Control, any successor thereto.

(f) “Continuous Service” has the meaning set forth in the Equity Plan.

(g) “Disability” has the meaning set forth in the Equity Plan.

(h) “Equity Plan” means the Company’s 2021 Equity Incentive Plan, as it may be amended from time to time, or any successor plan thereto.

(i) “Good Reason” means, without Executive’s prior written consent, (i) a material reduction of Executive’s title, authority, duties, or responsibilities, relative to Executive’s title, authority, duties, or responsibilities in effect immediately prior to such proposed reduction; (ii) a reduction of Executive’s annual base salary or target bonus opportunity to an amount that is materially below the base salary or bonus opportunity, respectively, in effect at the time of such proposed reduction; (iii) a requirement by the Board that Executive relocate Executive’s principal place of employment; (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement or any other material agreement with Executive; (v) a change in Executive’s reporting relationship that results in Executive no longer reporting to the Board; or (vi) if, after a Change in Control, Executive is no longer Chief Executive Officer of a public company or the most senior executive of the ultimate parent of the Company or its successor after the Change in Control; provided, that (A) a Succession-Planning Resignation (including the Board’s request for Executive to resign in connection therewith), or (B) the failure of Executive to secure re-election to the Board, shall in each case not, alone, constitute or underly a claim of Good Reason under any of the foregoing subparts (i) through (vi). In order to establish Good Reason, (x) Executive must provide the Company with written notice of the existence of the condition giving rise to Good Reason within ninety (90) days after Executive becomes aware of the existence of such condition, (y) the Company must fail to cure such condition (to the extent capable of being cured) within thirty (30) days after the receipt of such notice, and (z) Executive must resign Executive’s employment no later than one year following the date Executive became aware of the existence of the condition giving rise to Good Reason.

(j) “Qualifying Termination” means a Separation that is not a CIC Qualifying Termination or a Succession-Planning Resignation, but which results from (i) the Company terminating Executive’s employment for any reason other than Cause, or (ii) Executive voluntarily resigning Executive’s employment for Good Reason. A termination or resignation due to Executive’s death or Disability shall not constitute a Qualifying Termination.

(k) “Separation” means a “separation from service,” as defined in the regulations under Section 409A of the Code.

(l) “Severance Preconditions” means (i) the Company has received Executive’s executed Release; (ii) any rescission period applicable to Executive’s executed Release has expired such that the Release is effective; (iii) Executive has unconditionally resigned from the Board and any other positions held with the Company; and (iv) Executive is and remains in compliance with applicable post-employment confidentiality obligations and restrictive covenants.

(m) “Succession-Planning Resignation” means a Separation that is not a Qualifying Termination or a CIC Qualifying Termination, but which results from termination of Executive’s employment as a result of Executive’s voluntary resignation as Chief Executive Officer of the Company following a written request from the Board for such resignation in connection with a Board-approved succession plan that results in the appointment of a new Chief Executive Officer of the Company where Executive was otherwise willing and able to continue serving in such capacity.

9. Successors.

(a) Company’s Successors. The Company shall require any successor to all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise), by an agreement in substance and form reasonably satisfactory to Executive, to assume this Agreement and the obligations hereunder and to agree expressly to perform this Agreement and the obligations hereunder in the same manner and to the same extent as the Company would be required to perform it in the absence of a succession, and any such successor will assume this Agreement and such obligations and agree to expressly perform this Agreement and such obligations in the same manner and to the same extent as the Company would be required to perform this Agreement and such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets or which becomes bound by this Agreement by operation of law or otherwise.

(b) Executive’s Successors. This Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

10. Golden Parachute Taxes. In the event that (a) any payment or benefit arising out of or in connection with a change of ownership or effective control of the Company or a substantial portion of its assets within the meaning of Section 280G of the Code, that is made or provided, or to be made or provided, by the Company (or any successors thereto or affiliates thereof) to Executive, whether pursuant to the terms of this Agreement or any other plan, agreement, or arrangement (any such payment or benefit, a “Parachute Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and (b) the net after-tax amount (taking into account all applicable taxes payable by Executive, including any Excise Taxes, at Executive’s actual effective federal, state and local income tax rates) that Executive would receive with respect to such Parachute Payments does not exceed the net after-tax amount that Executive would receive if the amount of such Parachute Payments were reduced to the maximum amount that could otherwise be payable to Executive without the imposition of the Excise Tax, then such Parachute Payments shall be reduced to the extent necessary to eliminate the imposition of the Excise Tax. Any reduction in the Parachute Payments required to be made pursuant to this Section 10 shall be made first with respect to Parachute Payments payable in cash before being made in respect to any Parachute Payments to be provided in the form of benefits or Equity Award acceleration, and in the form of benefits before being made with respect to Equity Award acceleration, and in any case, shall be made with respect to such Parachute Payments in inverse order of the scheduled dates or times for the payment or provision of such Parachute Payments. The determination as to whether a reduction in any Parachute Payment shall be made pursuant to this Section 10 shall be made by a nationally recognized accounting firm, compensation consultant or legal counsel selected by the Company (the “Advisory Firm”), which shall provide detailed supporting calculations both to the Company and Executive. Any determination by the Advisory Firm shall be binding upon the Company and Executive. The costs of obtaining such determination shall be borne by the Company.

11. Miscellaneous.

(a) Section 409A. To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s Separation of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Executive is deemed at the time of such Separation of employment to be a “specified” employee under Section 409A of the Code, then such payment or payments shall not be made or commence until the earlier of (x) the expiration of the six (6)-month period measured from Executive’s Separation; or (y) the date of Executive’s death following such Separation; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including without limitation the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral.

Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period in the absence of this Section 11(a) shall be paid to Executive or Executive’s beneficiary in one lump sum (without interest). Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in kind benefits to be provided in any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A of the Code to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A of the Code to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A of the Code, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A of the Code under another provision of Section 409A. Payments pursuant to this Agreement, or otherwise referenced in this Agreement, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if the period of time comprising (x) the time to consider and make effective the Release and (y) the time after the expiration or cessation of any cure period or attempt to cure Good Reason, spans two calendar years, then, any payments that constitute deferred compensation subject to Section 409A of the Code will be made in the second calendar year.

(b) Other Arrangements. This Agreement, together with the documents and agreements referenced herein, constitutes the entire agreement, arrangement, and understanding between the parties with respect to severance benefits and accelerated or continued vesting benefits, and supersedes and preempts any and all prior or contemporaneous agreements, arrangements, or understandings between the parties with respect to severance benefits and accelerated vesting benefits which were previously offered or provided by the Company to Executive, and Executive hereby waives Executive’s rights to such other benefits; provided, however, that the terms of any Equity Awards that relate to vesting based on the satisfaction of performance criteria shall remain in effect with respect to such Equity Awards. For the avoidance of doubt, in no event shall Executive receive benefits under both Sections 2 and 3 with respect to Executive’s Separation, except pursuant to the application of Section 3(d).

(c) Choice of Law. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance, or validity of this Agreement, Executive’s employment with the Company, or any other relationship between Executive and the Company will be governed by and construed in accordance with the laws of the state in which Executive resides during his employment with the Company, without regard to choice of law or conflicts of law rules or provisions of any jurisdiction.

(d) Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given to the other party when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or deposited with a nationally-recognized courier service, with shipping charges prepaid. In the case of notices to Executive, mailed notices shall be addressed to Executive at the home address most recently communicated to the Company in writing. In the case of notices to the Company, mailed notices shall be addressed to its corporate headquarters to the attention of its Secretary.

(e) Waiver. No provision of this Agreement shall be modified, waived, or discharged unless the modification, waiver, or discharge is agreed to in writing and signed by Executive and an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(f) Withholding Taxes. All payments made under this Agreement shall be subject to applicable withholding and income taxes.

(g) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, and this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

(h) At-Will Employment. Nothing in this Agreement shall confer upon Executive any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any subsidiary of the Company or of Executive, which rights are hereby expressly reserved by each, to terminate Executive’s service at any time and for any reason.

(i) Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by a duly authorized officer, as of the Effective Date.

Signature Page to Executive Severance Agreement

Exhibit 10.3

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

This proprietary information and inventions agreement (this “Agreement”) confirms an agreement between the Employee named below (“I” or “me”), and Procore Technologies, Inc., a Delaware corporation (the “Company”), which is a material part of the consideration for my employment by the Company:

1.1. No Conflict with Rights of Others. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement or my employment with the Company. I will not violate any agreement with or rights of any third party or, except as expressly authorized by the Company in writing hereafter, use or disclose my own or any third party’s confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of the Company. Further, I have not retained anything containing any confidential information of a prior employer or other third party, whether or not created by me including, without limitation, any computer files, rolodexes, notes or other materials.

2. Ownership of Inventions.

2.1. Except as set forth in Section 2.2, the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, trade secrets, mask works, designs, know-how, ideas, source and object codes, programs and information made, discovered, conceived or reduced to practice, in whole or in part, by me, either alone or jointly with others, during the term of my employment with the Company (“Inventions”).

2.2. I recognize that this Agreement will not be deemed to require assignment of any Invention that I developed entirely on my own time without using the Company’s equipment, supplies, facilities, trade secrets or Proprietary Information, except for those Inventions that either (i) relate to the Company’s actual or anticipated business, research or development, or (ii) result from or are connected with work performed by me for the Company. In addition, this Agreement does not apply to any Invention which qualifies fully for protection from assignment to the Company under any specifically applicable state law, regulation, rule or public policy (“Specific Inventions Law”).

2.3. I will promptly disclose all Inventions to the Company’s Board of Directors (“Board”) in writing. I will also promptly disclose anything I believe is excluded by any Specific Inventions Law so that the Company can make an independent assessment.

2.4. I hereby make all assignments necessary to accomplish the foregoing. I shall further assist the Company, at the Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. I hereby irrevocably designate and appoint the Company and its officers as my agents and attorneys-in-fact to act for and in my behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by me.

2.5. If anything created by me prior to my employment relates in any way to the Company’s actual or proposed business, I have listed it on Appendix A (“Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. If no such disclosure is attached, I represent that there are no Prior Inventions. If I use or disclose my own confidential information or intellectual property (including any Prior Invention) when acting within the scope of my employment or otherwise on behalf of the Company, the Company will have and I hereby grant the Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to use and exploit such confidential information or intellectual property and exercise all attendant rights therein and related thereto. Notwithstanding the foregoing, I agree that I may not incorporate or use, or permit to be incorporated or used, any of my own confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of the Company without the Company’s prior written consent.

3. Moral Rights. To the extent allowed by law, Section 2 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent I retain any such Moral Rights under applicable law, I hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agree not to assert any Moral Rights with respect thereto. I will confirm any such ratifications, consents and agreements from time to time as requested by the Company.

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4. Proprietary Information.

4.1. I agree that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) I develop, learn or obtain during the term of my employment that relate to the Company or the business or demonstrably anticipated business of the Company or that are received by or for the Company in confidence, constitute “Proprietary Information.”

4.2. I agree that, at all times during the term of my employment and thereafter, I will hold the Proprietary Information in strictest confidence, and I will never use, except for the benefit of the Company, or disclose to any person, firm or corporation without written authorization of the President of the Company, any Proprietary Information. Without limiting the foregoing, I agree that I will never use Proprietary Information to compete against the Company or to aid a competitor of the Company. Proprietary Information includes, but is not limited to technical information concerning Company’s products and services, including product know-how, formulas, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence; information concerning Company’s business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies; information concerning Company’s employees, including salaries, strengths, weaknesses and skills; information submitted by Company’s customers, suppliers, employees, consultants or co-venture partners with Company for study, evaluation or use; and any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect Company’s business.

4.3. However, I shall not be obligated under this Section with respect to information that is or becomes readily publicly available through no fault of mine or that the Company agrees in writing is not Proprietary Information.

4.4. Upon termination of my employment, I will promptly return to the Company or destroy all items containing or embodying Proprietary Information (including all copies), except that I may keep my personal copies of (i) my compensation records, (ii) my address books (solely containing contact information), (iii) documents relating to my equity or equity-based interests in the Company (including any equity awards), (iv) documents relating to my indemnification and directors and officers liability insurance coverage, (v) my Offer Letter and Severance Agreement and (vi) this Agreement.

4.5. I also recognize and agree that I have no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, e-mail messages and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored at any time without notice.

5. Nonsolicitation. During my employment with the Company, other than in the good faith performance of my duties, and for 24 months thereafter, regardless of the reason for the termination, I hereby agree that I will not, without the express written consent of the Company, directly or indirectly (A) hire or engage for or on behalf of myself or any other person, entity or organization any officer or employee of the Company or any of its direct and/or indirect subsidiaries or affiliates, or any former employee of the Company or any of its direct and/or indirect subsidiaries or affiliates who was employed during the six (6) month period immediately preceding the date of such hiring or engagement, (B) attempt to hire or engage for or on behalf of myself or any other person, entity or organization any officer or employee of the Company or any of its direct and/or indirect subsidiaries or affiliates, or any former employee of the Company or any of its direct and/or indirect subsidiaries or affiliates who was employed during the six (6) month period immediately preceding the date of such attempt to hire or engage, (C) encourage for or on behalf of myself or any other person, entity or organization any such officer or employee to terminate his or her relationship or employment with the Company or any of its direct or indirect subsidiaries or affiliates, (D) solicit for or on behalf of a Competitor (as defined below) any client of the Company or any of its direct or indirect subsidiaries or affiliates, or any former client of the Company or any of its direct or indirect subsidiaries or affiliates who was a client during the six (6) month period immediately preceding the date of such solicitation or (E) divert to any other person, entity or organization any client or business opportunity of the Company or any of its direct or indirect subsidiaries or affiliates provided that the foregoing shall not be violated by general advertising not targeted at the foregoing or serving as a reference upon request.

6. No Competition. During my employment with the Company and for 24 months thereafter, regardless of the reason for my termination, I agree that I will not directly or indirectly, whether as employee, owner, partner, shareholder, co-venturer, consultant, agent or otherwise, work, engage, participate or invest in, or consult with, any business activity anywhere in the world which develops, manufactures, markets or sells products or performs services that are competitive with the products and/or services of the Company, or products and/or services that the Company has under development or that are subject to active planning at any time during my employment, including without limitation, business activities which compete with the Company’s core business of a cloud-based construction management software platform (“Competitor”). I acknowledge that the Company’s business is worldwide in scope. I acknowledge that the foregoing provision therefore applies to activities at any locations in the world and that such scope is necessary to protect the valid business interests of the Company during my employment and for the 24-month period following the termination of my employment with the Company.

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Notwithstanding the foregoing, after my employment with the Company ends (A) I may work for a private equity fund (or similar investment fund) (an “Investment Fund”), provided that for the first 24 months after my employment with the Company ends I may not (y) invest in any such Investment Fund’s investments in any Competitor (a “Competitive Investment”) unless such investment is entirely passive, or (z) in any way (other than as a passive investor) be involved with any Competitive Investment, or otherwise provide services with respect to any Competitive Investment or to any Investment Fund portfolio company that is a Competitor; (B) I may be an employee of a company that derives less than two percent (2%) of its revenue from a business line that is a Competitor; provided that in no event may such company be Autodesk, Inc. or any of its subsidiaries or affiliates and, with respect to any other such company, for the first 24 months after my employment with the Company ends (y) I may not be employed by, consult with, or otherwise be involved in any way, in such company’s business line that is a Competitor (including, in any case, as CEO, COO, any other executive management role or director of the Competitor or its ultimate parent entity, or consultant of such Competitor (provided, that, for the avoidance of doubt, serving as a head of, or providing services solely to, a non-competitive unit of a company that derives less than 2% of its revenue from a business line that is a Competitor shall be permissible)) and (z) if such company becomes a Competitor, including without limitation, by growing the business line that is a Competitor so that it constitutes 2% or more of such company’s revenue, I shall cease to provide such services; and (C) I may make passive investments in any enterprise the shares of which are publicly traded; provided that I own less than 2% of any publicly traded company that is a Competitor. Notwithstanding anything else herein, I may serve as a director of any company that is a Competitor where either (x) the competitive overlap is with less than two percent (2%) of the revenues of the Company or (y) the competitive overlap is less than two percent (2%) of the revenues of the other company (and does not exceed $50M of such other company’s revenues), and, in the case of (y) I recuse myself from discussions as to the competitive products. I may request from the Company’s Board a waiver of the foregoing limitations in order to serve as a director, the chief executive officer or a senior executive with down the line responsibilities for the competitive area of a Competitor (whether below or above the 2% limitation) and such waiver request will be promptly considered in good faith, but will ultimately be granted or not in the Board’s discretion.

7. Term of Employment. I agree that this Agreement is not an employment contract for any particular term. My employment is terminable at will; that is, I have the right to resign and the Company has the right to terminate my employment at will, at any time, for any or no reason, with or without cause (subject to the terms of my Offer Letter and Severance Agreement). In addition, this Agreement does not purport to set forth all of the terms and conditions of my employment, and, as an employee of the Company, I have obligations to the Company which are not set forth in this Agreement. However, other than the Offer Letter and Severance Agreement, the terms of this Agreement govern over any inconsistent terms and can only be changed by a subsequent written agreement signed by the Chairperson of the Board or, if I am the Chairperson of the Board, the Lead Independent Director of the Board.

8. Injunctive Relief. I understand that any breach of this Agreement will cause irreparable harm to the Company for which damages would not be an adequate remedy, and, therefore, the Company will be entitled to injunctive relief with respect thereto, in addition to any other remedies. I further agree that no bond or other security shall be required in obtaining such injunctive relief and hereby consent to the issuance of such injunction and to the ordering of specific performance.

9. Other Obligations. I acknowledge that the Company from time to time may have agreements with other persons or entities which impose obligations or restrictions on the Company regarding inventions made during the course of work thereunder or regarding the confidential nature of such work. I agree to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company thereunder.

10. Export Restrictions. I agree that I will not export directly or indirectly any technical information, materials, or direct products thereof that are subject to control under the U.S. Departments of Commerce, State, or Treasury without prior authorization from the Company. I also understand that any technical information or material I may carry overseas in connection with my business relationship is subject to Federal export regulations and that violations can subject me to civil and criminal penalties and seizure of the materials in question. I will accept responsibility for obtaining necessary export approvals through the Company before my departure.

11. 18 U.S.C. § 1833(b)(1) Acknowledgement. I have been advised of 18 U.S.C. § 1833(b)(1), which provides that: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”

Accordingly, I understand that I have the right to disclose in confidence trade secrets to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. I understand that I also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b).

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12. Continuation of Obligations. I agree that my obligations under Sections 2, 3, 4, 5, 7, 8, 9, 11, 12 and 13 of this Agreement shall continue in effect after termination of my employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on my part, and that the Company is entitled to communicate my obligations under this Agreement to any future employer or potential employer of mine. My obligations hereunder also shall be binding upon my heirs, executors, assigns, and administrators and shall inure to the benefit of the Company, its subsidiaries, successors and assigns.

13. Governing Law; Severability. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the state in which I am performing services for the Company. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms.

14. Entire Agreement; Amendments. I agree that, with respect to the subject matter thereof, and other than the Offer Letter and Severance Agreement, this Agreement is my entire agreement with the Company, superseding any previous oral or written communications, representations, understanding, or agreements with the Company or any officer or representative thereof. This Agreement may be amended only by agreement in writing of all parties. No waiver of any provision nor consent to any exception to the terms of this Agreement shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided.

I have read this Agreement carefully and I understand and accept the obligations which it imposes upon me without reservation as of the date of my first employment with the Company. No promises or representations not reflected herein have been made to me to induce me to sign this Agreement. I sign this Agreement voluntarily and freely.

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Signature Page to Proprietary Information and Inventions Agreement

APPENDIX A

PRIOR MATTERS

(None, unless itemized above.)

/s/ Dr. Ajei Gopal          

Signature

Dr Ajei Gopal

Name

Signature Page to Appendix A to Proprietary Information and Inventions Agreement

Exhibit 10.4

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of September 22, 2025, by and between Procore Technologies, Inc., a Delaware corporation (the “Company”), and Ajei Gopal (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, Indemnitee performs a valuable service for the Company;

WHEREAS, the Board of Directors of the Company (the “Board of Directors”) has adopted Bylaws (as amended, the “Bylaws”) providing for the indemnification of the officers and directors of the Company to the maximum extent authorized by Section 145 of the Delaware General Corporation Law, as amended (“Law”);

WHEREAS, the Bylaws and the Law, by their nonexclusive nature, permit contracts between the Company and the officers or directors of the Company with respect to indemnification of such officers or directors;

WHEREAS, in accordance with the authorization as provided by the Law, the Company may purchase and maintain a policy or policies of directors’ and officers’ liability insurance (“D&O Insurance”), covering certain liabilities which may be incurred by its officers or directors in the performance of their obligations to the Company; and

WHEREAS, in order to induce Indemnitee to serve, or continue to serve, as a director or officer of the Company, the Company has determined and agreed to enter into this contract with Indemnitee.

NOW, THEREFORE, in consideration of Indemnitee’s service, or agreement to serve, as a director or officer of the Company, the parties hereto agree as follows:

1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of Indemnitee’s Corporate Status (as defined below), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined below) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as defined below) and Liabilities (as defined below) incurred or paid by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses incurred or paid by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding and in addition to any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law against all Expenses incurred or paid by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses incurred or paid by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d) Indemnity of Indemnitee by Subsidiary of Company. Notwithstanding and in addition to any other provision of this Agreement, in the event that Indemnitee serves, now or in the future, as a director, officer, member of the board of managers or in a similar position with any of the Company’s subsidiaries, in consideration for such service, Indemnitee shall be indemnified and be entitled to rights of advancement and contribution from any such subsidiary to the maximum extent permitted by this Agreement and by law. Such indemnification, advancement and contribution shall be made pursuant to comparable procedures as those set forth in this Agreement. The Company hereby represents that it is or will be duly authorized and empowered on behalf of each such subsidiary described in the preceding sentence to provide such indemnification, advancement and contribution as set forth in this Section 1(d) and further agrees to take any and all actions necessary to cause each such subsidiary to effectuate such indemnification, advancement and contribution. In the event that any such subsidiary against which Indemnitee is entitled to such indemnification, advancement and contribution fails to provide such indemnification, advancement or contribution to the maximum extent permitted by this Agreement and by law, the Company agrees to provide to Indemnitee any and all indemnification, advancement and contribution to the maximum extent permitted by this Agreement and by law on behalf of such subsidiary. The rights of indemnification, advancement and contribution provided to Indemnitee by any subsidiary of the Company are not exclusive of any other rights which Indemnitee may have from such subsidiary under statute, bylaw, agreement, vote of the board of directors or board of managers of such subsidiary or otherwise.

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2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses and Liabilities incurred or paid by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6, 7 and 22 hereof) to be unlawful under Delaware law.

3. Contribution in the Event of Joint Liability.

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. Company shall not enter into any settlement of any action, suit or proceeding in which Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Company shall contribute to the amount of Expenses and Liabilities incurred or paid by Indemnitee or on Indemnitee’s behalf in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company other than the parties who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of Company and all officers, directors or employees of the Company other than the parties who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and Liabilities, as well as any other equitable considerations which the law may require to be considered.

(c) Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company other than the parties who may be jointly liable with Indemnitee.

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(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Liabilities and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is a witness or is made to (or asked to) respond to discovery requests in any Proceeding involving the Company, its officers, directors, shareholders or creditors to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses paid or incurred by Indemnitee in connection therewith and in the manner set forth in this Agreement.

5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred or paid by or on behalf of Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred or paid by Indemnitee. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free and made without regard to Indemnitee’s financial ability to repay such Expenses. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent permitted by law to repay the advance (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to further appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are at least as favorable as may be permitted under the Law and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification; provided, however, that failure to so notify the Company shall not relieve the Company of any of its obligations hereunder. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Notwithstanding anything in this Agreement to the contrary, no determination (if required by applicable law) as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

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(b)Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination, if required by a court of law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of Indemnitee: (1) by a majority vote of the Disinterested Directors (as defined below), even though less than a quorum, or (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, or (3) by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (4) by the stockholders.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel (as defined below) pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors). Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 15 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, then either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee, as the case may be, to Indemnitee’s or the Board of Directors’, respectively, selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred or paid by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.

(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as defined below), including financial statements, or on information supplied to an Indemnitee by the directors, officers, agents or employees of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise.

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In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) such indemnification is expressly prohibited under applicable law; provided, however, that such thirty (30) day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board of Directors or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board of Directors, or stockholder of the Company shall act reasonably and in good faith in making a determination of Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

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(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(j) The Company shall not enter into any settlement of any action, suit or proceeding in which Indemnitee is or could reasonably become a party unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

7. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) no contribution has been timely made pursuant to Section 3 hereof, (vi) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, or (vii) the Company breaches any other material term of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination under Section 6(b).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not misleading, in connection with Indemnitee’s request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

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(d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any D&O Insurance maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 15 of this Agreement) incurred or paid by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. The Company shall, within ten (10) days after receipt by the Company of a written request therefor from Indemnitee, advance such Expenses to Indemnitee pursuant to comparable procedures as those set forth in Section 5 with respect to advancement of Expenses therein.

(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any D&O Insurance maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

8. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the certificate of incorporation of the Company, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the Law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Bylaws and this Agreement, Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) At all times while Indemnitee provides services to the Company as an officer or member of the Board of Directors and for the six (6)-year period following the termination of Indemnitee’s employment with or service to the Company, Indemnitee shall be covered by the D&O Insurance and any other insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other Enterprise, and Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent or fiduciary under such policy or policies.

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At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. Further, if requested by Indemnitee, within two (2) business days of such request, the Company will instruct the insurers and their insurance brokers that they may communicate directly with Indemnitee regarding such claim.

(c) In the event of a change of control or the Company’s becoming insolvent, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise--in respect of the individual directors and officers of the Company, for a fixed period of six (6) years thereafter (a “Tail Policy”). Such coverage shall be non-cancellable and shall be placed and serviced for the duration of its term by the Company’s incumbent insurance broker or a broker of at least substantially comparable standing and reputation as determined by the Company. Such broker shall place the Tail Policy with the incumbent insurance carriers using the policies that were in place at the time of the change of control event (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies).

(d) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(e) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise; provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement. The Company is intended to be the primary source of payment of amounts indemnifiable hereunder, and any personal policy shall be considered a secondary source, it being understood that Indemnitee is not entitled to recover for the same amounts with respect to the same claim(s) from both the Company and a personal policy, but may recover an additional amount from a personal policy in excess of the amount of the payment(s) made by the Company in respect of the same claim(s) (e.g., if the total liability for a claim is $2,000,000, and the Company pays $1,500,000 of such liability, then Indemnitee may recover an additional $500,000 from a personal policy). For the avoidance of doubt, any payment(s) received by Indemnitee from the Company after a payment from a personal policy shall be used to reimburse the personal insurance provider to the extent such any payment(s) relate to the same amounts for the same claim(s), and are not additional coverage as contemplated in the preceding sentence.

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(f) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise.

9. Exception to Right of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement with respect to:

(a) any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(b) any Proceeding brought by Indemnitee, or any claim therein, unless (i) the bringing of such Proceeding or making of such claim shall have been approved by the Board of Directors, (ii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement, or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (and, to the extent applicable, is serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other Enterprise) and shall continue thereafter (i) for such period as prescribed in Section 8(b) with respect to D&O Insurance and (ii) for so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting or serving in any such capacity at the time any Liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives. In addition, the Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement and indemnify Indemnitee to the fullest extent permitted by law.

11. Security. To the extent requested by Indemnitee and approved by the Board of Directors, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

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12. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company (and, to the extent applicable, as a director, officer, employee, agent or fiduciary of any other Enterprise), and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company (and, to the extent applicable, as a director, officer, employee, agent or fiduciary of any other Enterprise).

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

13. Monetary Damages Insufficient; Specific Performance. The Company and Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm (having agreed that actual and irreparable harm will result in not forcing the Company to specifically perform its obligations pursuant to this Agreement) and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the Court, and the Company hereby waives any such requirement of a bond or undertaking. If Indemnitee seeks mandatory injunctive relief, it shall not be a defense to enforcement of the Company’s obligations set forth in this Agreement that Indemnitee has an adequate remedy at law for damages.

14. Information Sharing. In the event Indemnitee is the subject of or is implicated in any way during an investigation, whether formal or informal, the Company, if deemed legally permissible and appropriate by the Company, upon advice of counsel, shall promptly notify Indemnitee of such investigation. Further, to the extent deemed legally permissible and appropriate by the Company, upon advice of counsel, the Company shall further share with Indemnitee any information it has turned over to any third parties concerning the investigation (“Shared Information”) at the time such information is so furnished. By executing this agreement, Indemnitee agrees that such Shared Information is material non-public information that Indemnitee is obligated to hold in confidence and may not disclose publicly; provided, however, that Indemnitee is permitted to use the Shared Information and to disclose such Shared information to Indemnitee’s legal counsel and third parties solely in connection with defending Indemnitee from legal liability.

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15. Definitions. For purposes of this Agreement:

(a) “Corporate Status” describes the status of a person or entity who is or was a director, officer, employee, agent, equityholder, consultant, or fiduciary of the Company or is or was a director, officer, employee, agent or fiduciary of any other Enterprise.

(b) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(d) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(e) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses and Liabilities arising out of or relating to this Agreement or its engagement pursuant hereto.

(f) “Liabilities” includes judgments, penalties, fines, interest, assessments, charges and amounts paid in settlement.

(g) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation (whether formal or informal), inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee invested in the Company, Indemnitee facilitated or managed any investment in the Company, Indemnitee is or was a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as an officer or director of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other Enterprise; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any Liability or Expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement; and excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce Indemnitee’s rights under this Agreement.

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16. Severability. If any provision or provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, illegal or otherwise unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

17. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

18. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

19. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery, when delivered personally or by overnight courier, (ii) when sent, if sent by email or fax during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day, or (iii) 48 hours after being deposited in the U.S. mail, with postage prepaid, addressed to the party to be notified at such party’s address:

(a) If to Indemnitee, to the address set forth below Indemnitee’s signature hereto.

with a copy (which shall not constitute notice) to:

Proskauer Rose LLP

2029 Century Park East

Los Angeles, CA 90067

Attention: Colleen Hart

Email: chart@proskauer.com

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Procore Technologies, Inc.

6309 Carpinteria Avenue

Carpinteria, CA 93103

Attention: Chief Legal Officer

Email: legalnotice@procore.com

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

20. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

21. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

22. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without application of the conflict of laws principles thereof. Any reference made in this Agreement to a judicial determination, decision or action of the Court of Chancery of the State of Delaware or another court of competent jurisdiction shall mean a final, non-appealable order.

23. Gender. Use of the masculine pronoun shall be deemed to include usage of the feminine and gender-neutral pronoun where appropriate.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

Signature Page to Indemnification Agreement

Exhibit 99.1

Procore Announces Appointment of Ajei Gopal as Chief Executive Officer

Transformative Technology Leader to Drive Procore’s Next Chapter of Growth and Innovation

Company Reaffirms Q3 and FY25 Financial Guidance

CARPINTERIA, Calif., September 22, 2025 — Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced the appointment of Ajei Gopal as Chief Executive Officer Designate, and a member of the company’s Board of Directors. Gopal will succeed Procore’s Founder, President, and CEO Tooey Courtemanche following the public announcement of the company’s Q3 financial results, with an anticipated start date of November 10, 2025. Courtemanche will then transition out of operational responsibilities and focus on his role as Chair of the Board of Directors.

Gopal has over 35 years of proven experience leading global technology companies at scale, most recently serving as the President and CEO of Ansys, Inc. from 2017 to 2025. Under Gopal’s leadership, Ansys more than tripled its revenue, nearly quadrupled its market value, and became the global leader in engineering simulation–joining the ranks of the S&P 500 and NASDAQ 100, and earning international recognition as a top employer. Gopal’s tenure at Ansys culminated in leading the company through its $35 billion acquisition by Synopsys, Inc., after which he was appointed to Synopsys’s Board of Directors.

Prior to Ansys, Gopal held senior leadership positions at Hewlett-Packard, CA Technologies, and Symantec, served as an operating partner at Silver Lake, a leading private equity technology investment firm, and founded the start-up ReefEdge Networks. Together, these experiences have shaped him into a versatile leader who knows how to scale innovation, navigate complexity, and deliver lasting impact.

“Procore is one of the most transformative companies in the market today. Its award-winning platform and culture have cemented its status as the clear category leader, revolutionizing one of the world’s most essential yet least digitized industries,” said Gopal. “Like Tooey, I’m passionate about empowering people to build the physical world through digital innovation and am deeply inspired by the industry’s sense of purpose and Procore’s deep customer-centricity. Tooey has built a truly exceptional company, and I couldn’t be more honored that he and the Board have put their trust in me to lead Procore through its next phase of growth.”

“I am incredibly proud of what we’ve built at Procore over the past 25 years,” said Courtemanche. “It’s a testament to the dedication of our employees and the partnership of the industry that I love. We’ve found an exceptional leader in Ajei, who understands that Procore does more than build software—we’re a mission-driven platform empowering people to build the places that shape our world. Ajei’s experience leading a vertical software company to billions in revenue uniquely positions him to help us scale and capture the opportunity ahead. I am excited about what’s next and look forward to supporting Ajei in my role as Chair, where my commitment to our customers, the industry, and Procore’s success will remain as strong as ever.”

“On behalf of the Board of Directors, I am thrilled to welcome Ajei as Procore’s next CEO,” said Graham Smith, Lead Independent Director. “Ajei’s extensive experience and track record of driving efficient growth, innovation, and operational excellence at world-class technology organizations make him exceptionally well-suited to guide Procore into the future and continue to deliver value for all of our stakeholders.

I also want to express our deepest gratitude to Tooey for his visionary leadership in building Procore from an idea into one of the most widely used construction management platforms in the world and transforming the way construction gets done.”

Procore reaffirms its third quarter fiscal 2025 and full-year fiscal 2025 guidance, as previously announced in its earnings release for its second quarter 2025 financial results on July 31, 2025.

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 https://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 CEO succession plans, growth trajectory, ability to continue to deliver value for stakeholders, and outlook for the third quarter 2025 and the full fiscal year 2025, 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 CEO 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 progress with respect to its go-to-market transition and its ability to realize the expected benefits of the 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 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 most recently filed Forms 10-K and 10-Q.

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