Procore Technologies Inc 2026年季度报告

FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _______Commission File Number: 001-40396_________________________________________________________________ Procore Technologies, Inc. (Exact Name of Registrant as Specified in its Charter)_________________________________________________________________ Registrant’s telephone number, including area code: (866) 477-6267_________________________________________________________________ Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNoAs of July24, 2026, the registrant had 151,955,338 shares of common stock, $0.0001 par value per share, outstanding. Table of Contents PART I.FINANCIAL INFORMATION3Item 1.Financial Statements (Unaudited)3Condensed Consolidated Balance Sheets3Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)4Condensed Consolidated Statements of Stockholders’ Equity5Condensed Consolidated Statements of Cash Flows7Notes to Condensed Consolidated Financial Statements9Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations31Item 3.Quantitative and Qualitative Disclosures About Market Risk51Item 4.Controls and Procedures52PART II.OTHER INFORMATION53Item 1.Legal Proceedings53Item 1A.Risk Factors53Item 2.Unregistered Sales of Equity Securities and Use of Proceeds84Item 6.Exhibits85Signatures87 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended(the “Exchange Act”), about us and our industry that involve substantial risks and uncertainties. All statements other thanstatements of historical fact contained in this Quarterly Report on Form 10-Q are forward-looking statements regarding ourfuture operating results and financial position, our business strategy and plans, market growth and trends, and our objectives forfuture operations. Forward-looking statements generally relate to future events or our future financial or operating performance.In some cases, you can identify forward-looking statements because they contain 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 our expectations, strategy,plans, or intentions. These forward-looking statements include, but are not limited to, statements concerning the following: •our expectations regarding our financial performance, including revenues, expenses, and margins, and our ability toachieve or maintain future profitability;•our ability to effectively manage our growth and investments, including through our go-to-market (“GTM”) operatingmodel;•anticipated performance, trends, growth rates, and challenges in our business and in the markets in which wecurrently or may in the future operate;•economic and industry trends, in particular the rate of adoption of construction management software anddigitization of the construction industry, inflation, and challenging macroeconomic and geopolitical conditions;•our abi