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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________
FORM 8-K
___________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2025
___________________________________________________
Procore Technologies, Inc.
(Exact name of Registrant as Specified in Its Charter)
___________________________________________________
Delaware 001-40396 73-1636261
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer
Identification No.)
6309 Carpinteria Avenue Carpinteria, CA
93013
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (866) 477-6267
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
___________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
Name of each exchange on which registered
Common stock, $0.0001 par value PCOR The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2025, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed below is being furnished with this Current Report on Form 8-K.
Exhibit
Number
Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
______________________________



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Procore Technologies, Inc.
Date: November 5, 2025
By: /s/ Benjamin C. Singer
Benjamin C. Singer
Chief Legal Officer and Corporate Secretary

EX-99.1 2 pcor-q325x8xkxexx991.htm EX-99.1 Document

Exhibit 99.1
Procore Announces Third Quarter 2025 Financial Results
CARPINTERIA, CA – November 5, 2025 – Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the third quarter ended September 30, 2025.
“With this quarter’s strong results, I am pleased to be giving Ajei Gopal a strong foundation as he steps into the CEO role next week,” said Tooey Courtemanche, Founder, President, and CEO of Procore. “We are the clear market leader in one of the largest industries in the world, we have built an unrivaled platform that we believe is well-positioned to harness the power of AI for our customers, and our go-to-market model is yielding positive returns. And now, with Ajei’s proven operational expertise and leadership, we will be even better positioned to drive durable growth while unlocking further shareholder value.”
“Q3 represented another strong quarter, marked by consistent revenue growth and improved operating leverage,” said Howard Fu, CFO of Procore. “I am proud of the performance we delivered in the quarter and these results reinforce our ability to drive efficient growth and strong per share improvements over the long-term.”
Third Quarter 2025 Financial Highlights:
•Revenue was $339 million, an increase of 15% year-over-year.
•GAAP gross margin was 80% and non-GAAP gross margin was 84%.
•GAAP operating margin was (4%) and non-GAAP operating margin was 17%.
•Operating cash inflow for the third quarter was $88 million.
•Free cash inflow for the third quarter was $68 million, an increase of 194% year-over-year.
•Basic and diluted WASO used for GAAP net loss per share was 150,278,399, an increase of 1% year-over-year. Diluted WASO used for non-GAAP earnings per share was 153,555,556, an increase of 1% year-over-year.
A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”
Recent Business Highlights:
•Achieved a gross revenue retention rate of 95% in the third quarter.
•Number of organic customers contributing more than $100,000 of annual recurring revenue totaled 2,602 as of September 30, 2025, an increase of 15% year-over-year.
•Added 122 net new organic customers in the third quarter, ending with a total of 17,623 organic customers.
•Hosted Groundbreak 2025 and announced new AI innovations including expanded features for Procore Assist and Open Beta release for Procore Agent Builder, among many more.
•Achieved Federal Risk and Authorization Management Program (FedRAMP®) “Moderate Equivalency” Designation.
•Announced Strategic Collaboration Agreement with AWS to accelerate AI product innovation and establish Procore availability in the AWS Marketplace.





Fourth Quarter and Full Year Outlook:
Procore is providing the following guidance for the fourth quarter 2025 and the full year 2025:
•Fourth Quarter 2025 Outlook:
◦Revenue is expected to be in the range of $339 million to $341 million, representing year-over-year growth of 12% to 13%.
◦Non-GAAP operating margin is expected to be 14.4%.
•Full Year 2025 Outlook:
◦Revenue is expected to be in the range of $1,312 million to $1,314 million, representing year-over-year growth of 14%.
◦Non-GAAP operating margin is expected to be 14%.

A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future and cannot be reasonably determined or predicted at this time, although it is important to note that these factors could be material to Procore’s future GAAP financial results.
Stock Repurchase Program
On October 29, 2024, Procore’s Board of Directors authorized its first stock purchase program; that stock repurchase program expired on October 29, 2025. On November 3, 2025, Procore’s Board of Directors authorized a new stock repurchase program to repurchase up to $300 million of Procore’s outstanding common stock. As with its first stock repurchase program, Procore intends to opportunistically repurchase shares based on market conditions through the open market (including via pre-set trading plans), or other transactions in accordance with applicable securities laws. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. The new program does not obligate Procore to acquire any particular amount of common stock, and may be suspended or discontinued at any time at Procore’s discretion. The program will be funded using Procore’s working capital and will expire on November 3, 2026.
Quarterly Conference Call
Procore Technologies, Inc. will hold a conference call to discuss its third quarter results at 2:00 p.m., Pacific Time, on Wednesday, November 5, 2025. A live audio webcast will be accessible on Procore's investor relations website at http://investors.procore.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about Procore and its industry, including our outlook for fourth 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, future financial or operating performance, or new, planned, or upgraded products, services, or features, and may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these words, or other similar terms or expressions that concern Procore’s expectations, strategy, plans, or intentions.
Procore has based the forward-looking statements contained in this press release primarily on its current expectations and projections about future events and trends that Procore believes may affect its business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors that could cause results to differ materially from Procore’s current expectations, including, but not limited to, our expectations regarding our financial performance (including revenues, expenses, and margins, and our ability to achieve or maintain future profitability), our ability to effectively manage our growth, anticipated performance, trends, growth rates, and challenges in our business and in the markets in which we operate or anticipate entering into, economic and industry trends (in particular, the rate of adoption of construction management software and digitization of the construction industry, inflation, interest rates, tariffs, and challenging geopolitical or macroeconomic conditions), our ability to realize the expected benefits of our go-to-market transition, our ability to attract new customers and retain and increase sales to existing customers, our ability to expand internationally, the effects of increased competition in our markets and our ability to compete effectively, our estimated total addressable market, our ability to execute, and realize benefits from, our stock repurchase program, our ability to effectively manage our CEO transition, our ability to develop and integrate new products, platform capabilities, services, and features in an efficient and timely manner and get our customers and prospective customers to adopt such new products, platform capabilities, services, and features, and as set forth in Procore’s filings with the Securities and Exchange Commission, including in the section titled “Risk Factors” in Procore’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 26, 2025, as updated by Procore’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 1, 2025.



You should not rely on Procore’s forward-looking statements. Procore assumes no obligation to update any forward-looking statements to reflect events or circumstances that exist or change after the date on which they were made, except as required by law.
Non-GAAP Financial Measures
In addition to Procore’s results determined in accordance with U.S. generally accepted accounting principles, or GAAP, Procore believes certain non-GAAP measures, as described below, are useful in evaluating Procore’s operating performance. Procore uses this non-GAAP financial information, collectively, to evaluate its ongoing operations as well as for internal planning and forecasting purposes. Procore believes that non-GAAP financial information, when taken collectively, is helpful to investors because it provides consistency and comparability with past financial performance, and may assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. These non-GAAP financial measures are not prepared in accordance with GAAP, and are presented for supplemental purposes only.
Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Expenses, Non-GAAP Income from Operations, Non-GAAP Operating Margin, Non-GAAP Net Income, and Non-GAAP Net Income per Share: Procore defines these non-GAAP financial measures as the respective GAAP measures, excluding stock-based compensation expense, amortization of acquired intangible assets, employer payroll tax related to employee stock transactions, and acquisition-related expenses. Non-GAAP gross margin is the ratio calculated by dividing non-GAAP gross profit by total revenue. Non-GAAP operating margin is the ratio calculated by dividing non-GAAP income from operations by total revenue. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Non-GAAP diluted earnings per share is computed by giving effect to all potential weighted average dilutive common stock equivalents outstanding for the period, including options to purchase common stock, restricted stock units, and shares to be issued pursuant to the employee stock purchase plan. The dilutive effect of outstanding awards is reflected in non-GAAP diluted earnings per share by application of the treasury stock method.

Stock-based compensation expense includes the net effects of capitalization and amortization of stock-based compensation expense related to capitalized software and cloud-computing arrangement implementation costs. Stock-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of the compensation provided to our employees. Because of varying available valuation methodologies, subjective assumptions, and the variety of equity instruments that can impact a company’s non-cash expenses, we believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for meaningful comparisons between its operating results from period to period. The expense related to amortization of acquired intangible assets is a non-cash expense and is dependent upon estimates and assumptions, which can vary significantly and are unique to each asset acquired; therefore, Procore believes non-GAAP measures that adjust for the amortization of acquired intangible assets provide investors a consistent basis for comparison across accounting periods. The amount of employer payroll tax-related items on employee stock transactions is dependent on restricted stock unit settlements, option exercises, related stock price, and other factors that are beyond Procore’s control and that do not correlate to the operation of the business. When evaluating the performance of its business and making operating plans, Procore does not consider these items (for example, when considering the impact of equity award grants, we place a greater emphasis on overall stockholder dilution than the accounting charges associated with such grants). Since the amount of employer payroll tax-related items on employee stock transactions is highly variable due to factors outside our control, and unrelated to Procore’s core operations, operating results, revenue-generating activities, business strategy, industry, or regulatory environment, management does not consider employer payroll tax on employee stock transactions in the evaluation of the business or in making operating plans. Accordingly, Procore believes this adjustment in arriving at our non-GAAP measures provides investors with a better understanding of the performance of its core business in a manner that is consistent with management’s view of the business. Acquisition-related expenses include external and incremental transaction costs, such as legal and due diligence costs and retention or other compensation payments.



These expenses are unpredictable and generally would not have otherwise been incurred in the periods presented as part of our continuing operations. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related expenses, may not be indicative of such future costs. Procore believes that excluding acquisition-related expenses facilitates the comparison of its financial results to its historical operating results and to other companies in its industry. Overall, Procore believes it is useful to exclude these expenses in order to better understand the long-term performance of its core business and to facilitate comparison of its results period-over-period and to those of peer companies. All of these non-GAAP financial measures are important tools for financial and operational decision-making and for evaluating Procore's own operating results over different periods of time.

Non-GAAP financial measures may not provide information that is directly comparable to information provided by other companies in Procore's industry, as other companies in the industry may calculate non-GAAP financial measures differently. In addition, there are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies, and exclude expenses that may have a material impact on Procore's reported financial results. Unlike stock-based compensation expense, employer payroll tax related to employee stock transactions is a cash expense that we will continue to incur in the future. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Investors should review the reconciliation of non-GAAP financial measures to the comparable GAAP financial measures included below, and not rely on any single financial measure to evaluate Procore's business.
Free Cash Flow: Procore defines free cash flow as net cash provided by operating activities, less purchases of property and equipment and capitalized software development costs. Procore believes free cash flow is an important liquidity measure of the cash (if any) that is available, after our operating activities and capital expenditures. Procore uses free cash flow in conjunction with traditional GAAP measures to assess its liquidity and evaluate the effectiveness of its business strategies. Once Procore’s business needs and obligations are met, cash can be used to maintain a strong balance sheet, invest in future growth, and execute our stock repurchase program.
Other Metrics
Customer Count: The aforementioned customer count excludes customers acquired from business combinations that do not have standard Procore annual contracts.
Gross Revenue Retention Rate and Annual Recurring Revenue: For information on how we calculate gross revenue retention rate and annual recurring revenue, refer to our most recent Quarterly Report on Form 10-Q.
About Procore
Procore Technologies, Inc. (NYSE: PCOR) is a leading technology partner for every stage of construction. Built for the industry, Procore’s unified technology platform drives efficiency and mitigates risk through AI & data-driven insights and decision making. Over three million projects have run on Procore across 150+ countries. For more information, visit www.procore.com.
Media Contact
press@procore.com
Investor Contact
ir@procore.com


Procore Technologies, Inc.
Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in thousands, except share and per share amounts)
Revenue $ 338,851  $ 295,885  $ 973,402  $ 849,660 
Cost of revenue(1)(2)(3)
68,762  54,954  201,420  148,778 
Gross profit 270,089  240,931  771,982  700,882 
Operating expenses
Sales and marketing(1)(2)(3)(4)
144,290  141,370  424,871  390,286 
Research and development(1)(2)(3)(4)
88,049  80,791  264,560  223,698 
General and administrative(1)(3)(4)
52,780  55,267  164,093  157,077 
Total operating expenses 285,119  277,428  853,524  771,061 
Loss from operations (15,030) (36,497) (81,542) (70,179)
Interest income 4,826  5,962  15,838  17,714 
Interest expense (276) (488) (859) (1,439)
Accretion income, net 2,068  3,816  6,542  10,665 
Other income (expense), net (210) 466  2,204  (26)
Loss before provision for (benefit from) income taxes (8,622) (26,741) (57,817) (43,265)
Provision for (benefit from) income taxes 479  (353) 5,362  400 
Net loss $ (9,101) $ (26,388) $ (63,179) $ (43,665)
Net loss per share attributable to common stockholders, basic and diluted $ (0.06) $ (0.18) $ (0.42) $ (0.30)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 150,278,399 148,134,585 149,978,697 146,854,541





(1)Includes stock-based compensation expense and amortization of capitalized stock-based compensation as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in thousands)
Cost of revenue $ 6,155  $ 4,188  $ 17,291  $ 11,056 
Sales and marketing 16,658  14,034  49,197  42,725 
Research and development 20,969  18,321  60,630  49,684 
General and administrative 15,491  13,912  41,591  39,602 
Total stock-based compensation expense* $ 59,273  $ 50,455  $ 168,709  $ 143,067 
*Includes amortization of capitalized stock-based compensation of $3.1 million and $2.3 million, respectively, for the three months ended September 30, 2025 and 2024; and $8.7 million and $5.5 million, respectively, for the nine months ended September 30, 2025 and 2024; which was initially capitalized as capitalized software and cloud-computing arrangement implementation costs.
(2)Includes amortization of acquired intangible assets as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in thousands)
Cost of revenue $ 7,659  $ 6,698  $ 23,276  $ 18,739 
Sales and marketing 3,346  3,224  9,998  9,475 
Research and development 661  668  1,951  2,008 
Total amortization of acquired intangible assets $ 11,666  $ 10,590  $ 35,225  $ 30,222 
(3)Includes employer payroll tax on employee stock transactions as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in thousands)
Cost of revenue $ 181  $ 113  $ 642  $ 485 
Sales and marketing 560  815  2,439  2,867 
Research and development 629  521  3,458  3,089 
General and administrative 294  281  1,639  1,820 
Total employer payroll tax on employee stock transactions $ 1,664  $ 1,730  $ 8,178  $ 8,261 
(4)Includes acquisition-related expenses as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in thousands)
Sales and marketing $ 139  $ —  $ 933  $ 1,448 
Research and development 695  —  2,439  — 
General and administrative 238  51  779  614 
Total acquisition-related expenses $ 1,072  $ 51  $ 4,151  $ 2,062 


Procore Technologies, Inc.
Condensed Consolidated Balance Sheets (unaudited)

September 30,
2025
December 31,
2024
(in thousands)
Assets
Current assets
Cash and cash equivalents $ 350,496  $ 437,722 
Marketable securities, current 333,480  337,673 
Accounts receivable, net 205,812  246,472 
Contract cost asset, current 47,793  33,922 
Prepaid expenses and other current assets 67,634  44,090 
Total current assets 1,005,215  1,099,879 
Marketable securities, non-current 43,966  46,042 
Capitalized software development costs, net 135,650  112,321 
Property and equipment, net 45,715  43,592 
Right of use assets - finance leases 20,070  31,727 
Right of use assets - operating leases 32,012  28,790 
Contract cost asset, non-current 66,214  47,505 
Intangible assets, net 114,278  120,946 
Goodwill 573,933  549,651 
Other assets 21,430  20,918 
Total assets $ 2,058,483  $ 2,101,371 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable $ 28,887  $ 33,146 
Accrued expenses 110,430  88,740 
Deferred revenue, current 572,050  584,719 
Other current liabilities 42,608  21,427 
Total current liabilities 753,975  728,032 
Deferred revenue, non-current 5,500  5,815 
Finance lease liabilities, non-current 27,002  41,352 
Operating lease liabilities, non-current 36,042  32,697 
Other liabilities, non-current 11,941  5,122 
Total liabilities 834,460  813,018 
Stockholders’ equity
Common stock 15  15 
Additional paid-in capital 2,533,616  2,535,868 
Accumulated other comprehensive loss (1,636) (2,737)
Accumulated deficit (1,307,972) (1,244,793)
Total stockholders’ equity 1,224,023  1,288,353 
Total liabilities and stockholders’ equity $ 2,058,483  $ 2,101,371 



Remaining performance obligation:
The following table presents our current and non-current RPO at the end of each period:

September 30, Change
2025 2024 Dollar Percent
(dollars in thousands)
Remaining performance obligations
Current $ 911,220  $ 738,856  $ 172,364  23 %
Non-current 498,314  334,560  163,754  49 %
Total remaining performance obligations $ 1,409,534  $ 1,073,416  $ 336,118  31 %


Procore Technologies, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in thousands)
Operating activities
Net loss $ (9,101) $ (26,388) $ (63,179) $ (43,665)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Stock-based compensation 56,153  48,175  160,023  137,532 
Depreciation and amortization 29,196  24,233  83,288  65,127 
Accretion of discounts on marketable debt securities, net (1,868) (3,382) (6,163) (10,131)
Abandonment of long-lived assets 413  238  2,868  818 
Noncash operating lease expense 1,382  2,913  4,311  7,906 
Unrealized foreign currency (gain) loss, net 628  (419) (1,522) 295 
Deferred income taxes 623  2,191 
(Benefit from) provision for credit losses (118) 243  (1,084) 648 
Decrease (increase) in fair value of strategic investments 54  184  237  (457)
Changes in operating assets and liabilities, net of effect of asset acquisitions and business combinations
Accounts receivable (12,007) (14,698) 42,611  34,296 
Deferred contract cost assets (11,592) (1,128) (31,767) (3,217)
Prepaid expenses and other assets (7,263) (11,931) (16,499) (12,121)
Accounts payable 8,782  (2,250) (4,191) 11,029 
Accrued expenses and other liabilities 18,536  21,972  30,168  (8,475)
Deferred revenue 12,996  4,609  (15,313) (6,268)
Operating lease liabilities 1,658  (3,097) (651) (6,205)
Net cash provided by operating activities 88,472  39,276  185,328  167,116 
Investing activities
Purchases of property and equipment (5,392) (3,547) (12,400) (7,510)
Capitalized software development costs (15,343) (12,721) (47,900) (32,453)
Purchases of strategic investments, net (739) (845) (1,641) (1,917)
Purchases of marketable securities (59,207) (86,245) (277,813) (410,619)
Maturities of marketable securities 63,365  145,619  287,024  371,718 
Sales of marketable securities 2,698  —  2,698  — 
Customer repayments of materials financing —  88  —  1,571 
Business combinations, net of cash acquired —  —  (41,515) (25,945)
Asset acquisitions, net of cash acquired —  —  (3,533) (3,792)
Net cash (used in) provided by investing activities (14,618) 42,349  (95,080) (108,947)
Financing activities
Proceeds from stock option exercises 1,172  2,456  8,779  12,371 
Proceeds from employee stock purchase plan —  —  14,404  13,187 
Repurchases of common stock (25,655) —  (128,815) — 
Payment of tax withholding for net share settlement (21,318) —  (71,173) — 
Payment of deferred business combination consideration —  (1,470) —  (1,470)
Payment of deferred asset acquisition consideration —  (81) —  (81)
Principal payments under finance lease agreements, net of proceeds from lease incentives (416) (900) (1,216) (1,569)
Net increase in funds held for customers 6,251  —  6,251  — 
Net cash (used in) provided by financing activities (39,966) (171,770) 22,438 
Net increase (decrease) in cash and cash equivalents 33,888  81,630  (81,522) 80,607 
Effect of exchange rate changes on cash (790) 1,429  1,160  901 
Cash, cash equivalents, and restricted cash, beginning of period 324,262  356,239  437,722  357,790 
Cash, cash equivalents, and restricted cash, end of period $ 357,360  $ 439,298  $ 357,360  $ 439,298 


Procore Technologies, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)

Reconciliation of gross profit and gross margin to non-GAAP gross profit and non-GAAP gross margin:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(dollars in thousands)
Revenue $ 338,851  $ 295,885  $ 973,402  $ 849,660 
Gross profit 270,089  240,931  771,982  700,882 
Stock-based compensation expense 6,155  4,188  17,291  11,056 
Amortization of acquired technology intangible assets 7,659  6,698  23,276  18,739 
Employer payroll tax on employee stock transactions 181  113  642  485 
Non-GAAP gross profit $ 284,084  $ 251,930  $ 813,191  $ 731,162 
Gross margin 80 % 81 % 79 % 82 %
Non-GAAP gross margin 84 % 85 % 84 % 86 %



Reconciliation of operating expenses to non-GAAP operating expenses:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(dollars in thousands)
Revenue $ 338,851  $ 295,885  $ 973,402  $ 849,660 
GAAP sales and marketing $ 144,290  $ 141,370  $ 424,871  $ 390,286 
Stock-based compensation expense (16,658) (14,034) (49,197) (42,725)
Amortization of acquired intangible assets (3,346) (3,224) (9,998) (9,475)
Employer payroll tax on employee stock transactions (560) (815) (2,439) (2,867)
Acquisition-related expenses (139) —  (933) (1,448)
Non-GAAP sales and marketing $ 123,587  $ 123,297  $ 362,304  $ 333,771 
GAAP sales and marketing as a percentage of revenue 43 % 48 % 44 % 46 %
Non-GAAP sales and marketing as a percentage of revenue 36 % 42 % 37 % 39 %
GAAP research and development $ 88,049  $ 80,791  $ 264,560  $ 223,698 
Stock-based compensation expense (20,969) (18,321) (60,630) (49,684)
Amortization of acquired intangible assets (661) (668) (1,951) (2,008)
Employer payroll tax on employee stock transactions (629) (521) (3,458) (3,089)
Acquisition-related expenses (695) —  (2,439) — 
Non-GAAP research and development $ 65,095  $ 61,281  $ 196,082  $ 168,917 
GAAP research and development as a percentage of revenue 26 % 27 % 27 % 26 %
Non-GAAP research and development as a percentage of revenue 19 % 21 % 20 % 20 %
GAAP general and administrative $ 52,780  $ 55,267  $ 164,093  $ 157,077 
Stock-based compensation expense (15,491) (13,912) (41,591) (39,602)
Employer payroll tax on employee stock transactions (294) (281) (1,639) (1,820)
Acquisition-related expenses (238) (51) (779) (614)
Non-GAAP general and administrative $ 36,757  $ 41,023  $ 120,084  $ 115,041 
GAAP general and administrative as a percentage of revenue 16 % 19 % 17 % 18 %
Non-GAAP general and administrative as a percentage of revenue 11 % 14 % 12 % 14 %



Reconciliation of loss from operations and operating margin to non-GAAP income from operations and non-GAAP operating margin:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(dollars in thousands)
Revenue $ 338,851  $ 295,885  $ 973,402  $ 849,660 
Loss from operations (15,030) (36,497) (81,542) (70,179)
Stock-based compensation expense 59,273  50,455  168,709  143,067 
Amortization of acquired intangible assets 11,666  10,590  35,225  30,222 
Employer payroll tax on employee stock transactions 1,664  1,730  8,178  8,261 
Acquisition-related expenses 1,072  51  4,151  2,062 
Non-GAAP income from operations $ 58,645  $ 26,329  $ 134,721  $ 113,433 
Operating margin (4 %) (12 %) (8 %) (8 %)
Non-GAAP operating margin 17 % 9 % 14 % 13 %



Reconciliation of net loss and net loss per share to non-GAAP net income and non-GAAP net income per share:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in thousands, except share and per share amounts)
Revenue $ 338,851  $ 295,885  $ 973,402  $ 849,660 
Net loss (9,101) (26,388) (63,179) (43,665)
Stock-based compensation expense 59,273  50,455  168,709  143,067 
Amortization of acquired intangible assets 11,666  10,590  35,225  30,222 
Employer payroll tax on employee stock transactions 1,664  1,730  8,178  8,261 
Acquisition-related expenses 1,072  51  4,151  2,062 
Non-GAAP net income $ 64,574  $ 36,438  $ 153,084  $ 139,947 
Numerator:
Non-GAAP net income $ 64,574  $ 36,438  $ 153,084  $ 139,947 
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic 150,278,399 148,134,585 149,978,697 146,854,541
Effect of dilutive securities: Employee stock awards 3,277,157 3,693,792 4,428,985 5,029,245
Weighted-average shares used in computing net income per share attributable to common stockholders, diluted 153,555,556 151,828,377 154,407,682 151,883,786
GAAP net loss per share, basic $ (0.06) $ (0.18) $ (0.42) $ (0.30)
GAAP net loss per share, diluted $ (0.06) $ (0.18) $ (0.42) $ (0.30)
Non-GAAP net income per share, basic $ 0.43  $ 0.25  $ 1.02  $ 0.95 
Non-GAAP net income per share, diluted $ 0.42  $ 0.24  $ 0.99  $ 0.92 
Computation of free cash flow:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in thousands)
Net cash provided by operating activities $ 88,472  $ 39,276  $ 185,328  $ 167,116 
Purchases of property, plant, and equipment (5,392) (3,547) (12,400) (7,510)
Capitalized software development costs (15,343) (12,721) (47,900) (32,453)
Non-GAAP free cash flow $ 67,737  $ 23,008  $ 125,028  $ 127,153