DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a Party other than the Registrant

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Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

PROCORE TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

April 24, 2026

Dear Fellow Stockholders:

Procore’s vision is to improve the lives of everyone in construction. In 2025, the company took monumental steps to transform our vision into reality—and to provide even greater value to our customers throughout the industry. And our customers showed their appreciation of our technology solutions by helping us to deliver excellent annual results. Our total revenue was $1.323 billion, representing 15% year-over-year growth. We achieved a (9%) GAAP operating margin and a 14% non-GAAP operating margin, a 400 basis point expansion year-over-year that reflects our ability to scale with efficiency even in a challenging construction environment. And, we generated $300 million in net cash provided by operating activities and $217 million in free cash flow, an increase of 70% year-over-year.

Those strong financials are thanks, in part, to the innovation we have driven into our core products—including our new Scheduling capability, Procore Connect for RFIs and Submittals, and our market-leading Financials and Pay products. We also expanded our existing BIM offerings with the acquisitions of Novorender and FlyPaper, empowering owners and builders to drive even greater predictability and reduce risk. We laid important groundwork for our Procore for Government solution, achieving FedRAMP Moderate Authorization in early 2026. This significant milestone enables U.S. public sector entities and contractors to securely manage and build construction projects. We have also helped customers take advantage of the benefits of artificial intelligence by weaving AI across our platform. And we continued to build on that momentum in early 2026 with our acquisition of Datagrid, which will accelerate our AI strategy and deliver enhanced data connectivity for customers.

We are now entering a new era of intelligent construction where AI is reshaping what is possible, and Procore is uniquely positioned to lead this transformation. With nearly 25 years of construction-specific data and about 3 million active users, Procore serves as construction’s mission-critical system of record—providing the contextual data needed to power high-stakes agentic AI. Our agentic solutions don’t just provide insights; they perform critical actions to help our customers do more with less, which is especially critical in light of today’s labor shortage. Underpinning all of this, Procore has built a trusted, scalable, enterprise-grade infrastructure, ensuring every AI action is secure and contextually relevant.

As we move forward, Procore remains committed to building strong partnerships and maintaining open dialogue with our stockholders. We continue to engage with many of our largest stockholders to better understand their perspectives on our business, corporate governance, and executive compensation practices. These conversations are an important part of how we continue to align our approach with stockholder interests, helping us strengthen the company and create durable, long-term value.

On behalf of the entire Procore team, thank you for your continued support. I am incredibly excited about the opportunity ahead as we work together to drive the industry forward and build a more connected future—through the power of construction.

LOGO

Ajei S. Gopal

President and Chief Executive Officer

Notice of

Annual Meeting

of Stockholders

Annual Meeting of Stockholders

LOGO

Date & Time

LOGO

Location

LOGO

Record Date

Thursday, June 4, 2026

9:00 a.m., Pacific Time

www.proxydocs.com/PCOR

Close of Business

on April 10, 2026

To attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Procore Technologies, Inc., a Delaware corporation (“Procore,” “us,” or “our”), you will need the control number that appears on your Notice of Internet Availability of Proxy Materials (the “Notice”), your proxy card, or the voting instructions that accompanied your proxy materials. The Notice is being mailed to stockholders on or about April 24, 2026.

Our Board of Directors has fixed the close of business on April 10, 2026, as the record date (the “Record Date”) for the Annual Meeting. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.

Items of Business

The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying proxy materials:



Proposal	Board Recommendation	Page Reference

1. To elect Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell as Class II directors to hold office until our 2029 annual meeting of stockholders	FOR	32

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026	FOR	33

3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers	FOR	36

To conduct any other business properly brought before the Annual Meeting and at any adjournment or postponement thereof	N/A	N/A

Adjournments and Postponements

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above, or at any time and date on which the Annual Meeting may be properly reconvened after being adjourned or postponed.

Meeting Admission

The Annual Meeting will be completely virtual and conducted via live webcast. There will not be a physical meeting location. The virtual-only meeting format allows us to leverage technology to provide a consistent experience to all stockholders regardless of location, to reduce the environmental impact of our meeting, and to facilitate stockholder participation. If you wish to attend the Annual Meeting, you must register in advance using the control number included in the Notice, your proxy card, or the voting instructions that accompanied your proxy materials. Stockholders of record may register for the Annual Meeting by visiting www.proxydocs.com/PCOR. After you successfully register, you will receive a confirmation email and an email approximately one hour prior to the start of the Annual Meeting to the email address you provided during registration with a unique link to the virtual meeting. Stockholders who hold their shares through a brokerage firm, bank, or other nominee (i.e., in “street name”) should follow the registration instructions provided by their brokerage firm, bank, or other nominee.

You are entitled to notice of and to vote during the Annual Meeting only if you were a Procore stockholder as of the close of business on the Record Date. If you hold your shares in “street name,” you should contact your brokerage firm, bank, or other nominee to obtain your legal proxy if you wish to vote during the Annual Meeting. If you do not comply with the procedures outlined above, you will not be permitted access to the Annual Meeting.

The Notice contains instructions on how to access our proxy materials, which include the proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “2025 Form 10-K”). The Notice will provide instructions on how to vote online or by telephone and includes instructions on how to request a paper copy of the proxy materials by mail or email.

The Annual Meeting will begin promptly on the meeting date set forth above at 9:00 a.m., Pacific Time. The only matters that will be addressed at the Annual Meeting will be the items of business on the agenda included in this proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, June 4, 2026: The Notice, proxy statement for the Annual Meeting, and our 2025 Form 10-K are available at www.proxydocs.com/PCOR.

By Order of the Board of Directors,

LOGO

Benjamin C. Singer

Chief Legal Officer and Corporate Secretary

Your vote is important. Whether or not you plan to attend the Annual Meeting, please ensure that your shares are voted at the Annual Meeting by signing and promptly returning a proxy card or by using our Internet or telephonic voting system in advance of the Annual Meeting. If your shares are held on your behalf by a brokerage firm, bank, or other nominee (i.e., in “street name”), please read the voting instructions provided to you by your brokerage firm, bank, or other nominee to see which voting options are available to you. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. If your shares are held in street name and you wish to vote online during the Annual Meeting, you must obtain a legal proxy issued in your name from your brokerage firm, bank, or other nominee.

Table of Contents

Procore Technologies, Inc.

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

Table of Contents



	Page

Proxy Statement Summary		1

Who We Are		1

Annual Meeting Information		1

Board Highlights		1

Corporate Governance Highlights		2

Executive Compensation Highlights		2

Business Highlights		4

Stockholder Engagement		4

General Information		6

Questions and Answers		6

Information Regarding the Board of Directors and Corporate Governance		13

Class II Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2029 Annual Meeting		14

Class III Continuing in Office Until the 2027 Annual Meeting		15

Class I Continuing in Office Until the 2028 Annual Meeting		17

Director Independence		20

Board Leadership		21

Lead Independent Director		21

Committees of our Board of Directors		21

Board Evaluation Process		25

Board and Committee Meetings		25

Role of the Board in Risk Oversight		25

Nomination to the Board of Directors		26

Director Qualifications		27

Stockholder Communications with our Board		27

Corporate Governance Guidelines		27

Code of Business Conduct and Ethics		28

Insider Trading Policy		28

Prohibition on Hedging, Short Sales, and Pledging		28

Director Compensation		29

Director Compensation Table		29

Non-Employee Director Compensation Policy		30

Proposal 1 Election of Directors		32


		PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT		1

Table of Contents



	Page

Proposal 2 Ratification of the Appointment of Independent Registered Public Accounting Firm		33

Principal Accountant Fees and Services		33

Pre-Approval Policies and Procedures		33

Report of the Audit Committee of the Board of Directors		35

Proposal 3 Advisory Vote on the Compensation of the Company’s Named Executive Officers		36

Executive Officers		37

Section 16 Officers		39

Executive Compensation		40

Compensation Discussion and Analysis		40

Report of the Compensation Committee of the Board of Directors		65

Summary Compensation Table		66

Grants of Plan-Based Awards		67

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		68

Outstanding Equity Awards at Fiscal Year-End		70

Fiscal Year 2025 Option Exercises and Stock Vested		71

Pension Benefits		71

Nonqualified Deferred Compensation		71

Potential Payments Upon Termination or Change in Control		72

Pay Ratio		74

Pay Versus Performance		76

Policies & Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information		80

Limitations of Liability and Indemnification Matters		80

Equity Compensation Plan Information		81

Security Ownership of Certain Beneficial Owners and Management		82

Delinquent Section 16(a) Reports		84

Certain Relationships and Related Person Transactions		85

Investors’ Rights Agreement		85

Issuer Agreements and Consents		85

Family Relationships		85

Indemnification Agreements		85

Policies and Procedures for Related Person Transactions		86

Householding of Proxy Materials		87

Other Matters		88

Appendix A—Definitions and Reconciliations of Non-GAAP Financial Measures		A-1

Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Income (Loss) from Operations, and Non-GAAP Operating Margin		A-1

Free Cash Flow		A-2


2		PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT

Proxy Statement Summary

Below are highlights of certain information about our board of directors (“Board”), business, executive compensation, and stockholder engagement. We encourage you to carefully review this proxy statement (this “Proxy Statement”) in its entirety before casting your vote.

Who We Are

Procore Technologies, Inc., a Delaware corporation (“Procore,” the “Company,” “we,” “us,” or “our”), 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 artificial intelligence and data-driven insights and decision making. Over three million projects have run on Procore across more than 150 countries.

Annual Meeting Information

Date: Thursday, June 4, 2026

Time: 9:00 a.m., Pacific Time

Location: www.proxydocs.com/PCOR (Virtual Only)

Record Date: Close of Business on April 10, 2026

Board Highlights

The information provided in this section is current as of April 10, 2026 (the “Record Date”). Please refer to the section titled “Information Regarding the Board of Directors and Corporate Governance” beginning on page 13 of this Proxy Statement for more details.

In addition, 36% of the directors on our Board are female and 27% are ethnically diverse.


		PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT		1

Proxy Statement Summary

Corporate Governance Highlights

Please refer to the section titled “Information Regarding the Board of Directors and Corporate Governance” beginning on page 13 of this Proxy Statement for more details.



+ Robust Board and committee oversight of strategy, risk, business, cybersecurity, legal, regulatory, and compliance matters		+ Annual evaluation of Board and committee composition and leadership structures

+ Comprehensive Lead Independent Director role with significant responsibilities		+ Annual review of skills, experience, and contributions of individual directors

+ Separate Chair of the Board and Chief Executive Officer (“CEO”) roles		+ Annual review of corporate governance policies, plans, programs, and charters

+ Regular executive sessions of independent directors		+ Annual Board and committee self-evaluations

+ All Board committees comprised solely of independent directors		+ Proactive year-round stockholder engagement

+ Limits on outside directorships		+ Robust stock ownership guidelines for executive officers and non-employee directors

+ Board has significant interaction with, and unlimited access to, senior management and other employees		+ No dual class voting structure, each share of common stock equals one vote

+ Board and committees have authority to retain independent advisers		+ Continuing education opportunities for directors

LOGO

Executive Compensation Highlights

Please refer to the section titled “Executive Compensation” beginning on page 40 of this Proxy Statement for more details.



What We Do

+ We focus on providing a competitive compensation package to our executive officers, composed of both annual and long-term incentives that help drive corporate objectives. We believe this approach provides an appropriate blend of incentives to maximize stockholder value. + We structure executive compensation to link pay with performance. A significant portion of executive compensation is variable and at-risk. + We grant performance-based restricted stock unit (“PSU”) awards to all of our executive officers, as well as to other senior leaders. In 2025, PSU awards made up 50% of the equity mix of each of our former CEO and our current CEO. The PSU mix for our CEO will remain the same for 2026. In 2026, PSU awards will make up 40% of the equity mix of our non-CEO executive officers and other senior leaders. + Our Compensation Committee engages an independent third-party compensation consultant to advise on executive and non-employee director compensation matters.		+ Our Compensation Committee reviews the composition of our compensation peer group annually, and makes adjustments as appropriate. + We conduct an advisory vote on the compensation of our named executive officers annually. + Our Compensation Committee is composed 100% of independent directors and “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). + We have robust stock ownership requirements for executive officers and non-employee directors. + We have an Insider Trading Policy (as defined below) that applies to all directors, officers, employees, and consultants. + We maintain a clawback policy to recover incentive-based compensation in the event of a material financial restatement.

LOGO


2		PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT

Proxy Statement Summary



What We Don’t Do

+ We do not provide defined benefit pension plans, supplemental executive retirement plans, or retiree health benefits for our executive officers. + We do not provide our executive officers with tax gross-up payments on severance, change in control, or other payments related to a termination of employment or change in control.		+ We generally do not provide fringe benefits or perquisites to our executive officers. + We do not provide single-trigger change in control severance benefits. + We prohibit hedging transactions, short sales, and generally pledging of our securities.

LOGO

(1)	Our current CEO Dr. Gopal was not eligible to participate in the executive bonus program for fiscal year 2025 (the “2025 Bonus Program”). His target bonus opportunity will be 150% of his base salary for our bonus program for the fiscal year ending December 31, 2026 (the “2026 Bonus Program”).

(2)	The chart for our former CEO Mr. Courtemanche excludes post-CEO transition compensation, including a one-time bonus of $500,000 and an additional PSU grant with a target value of $3.0M.

Say on Pay

83%

Approved

At our 2025 annual meeting of stockholders (the “2025 Annual Meeting”), approximately 83% of the votes cast approved, on a non-binding, advisory basis, the fiscal year 2024 compensation of our named executive officers.


		PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT		3

Proxy Statement Summary

Business Highlights

Fiscal Year 2025 Financial Highlights

LOGO

To supplement our consolidated financial statements, which are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we provide investors with certain non-GAAP financial measures, including non-GAAP gross margin, non-GAAP operating margin, and free cash inflow. Please refer to Appendix A for a discussion of non-GAAP gross margin, non-GAAP operating margin, and free cash inflow, as well as a reconciliation of these measures, in each case, to the most directly comparable financial measure calculated and presented in accordance with GAAP.

Stockholder Engagement

Maintaining regular dialogue with our stockholders is critically important to our Board and management team. Through our engagement and outreach efforts, we aim to solicit feedback from our investors and understand issues that are important to them, and then regularly communicate that feedback to our senior management and Board. Additionally, we proactively communicate with the investment community and our stockholders about our financial performance, operations, and strategic developments through the following:

+	quarterly earnings releases and calls;

+	participation in a number of investor conferences with webcast presentations;

+	in-person and telephonic meetings with investors and stakeholders, including our Investor Day;

+	proactive outreach to institutional investors, pension funds, and governance professionals from our largest stockholders;

+	webcasts, conference calls, and presentations related to specific developments; and

+	our annual stockholder meeting that includes a Q&A session.

As part of our engagement efforts, we meet with stockholders throughout the year to discuss a range of topics, including strategic priorities and Company performance. In addition, in 2026, we reached out to many of our largest stockholders to seek their input on various corporate topics, including:

+	the proposals presented at, and results of, the 2025 Annual Meeting;

+	our corporate governance practices;

+	the composition of our Board, including how we evaluate director skills and experience; and

+	our executive compensation practices.


4		PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT

Proxy Statement Summary

Members of our management team participated in these engagements and shared investor feedback with the Nominating and Corporate Governance Committee of our Board (our “Nominating and Corporate Governance Committee”) and our Board. We contacted stockholders representing approximately 68% of our outstanding common stock held by unaffiliated stockholders as of December 31, 2025, and met with stockholders representing approximately 22% of our outstanding common stock held by unaffiliated stockholders as of December 31, 2025. Of those stockholders we contacted, holders of approximately 13% of our outstanding common stock held by unaffiliated stockholders as of December 31, 2025 informed us that they did not need a call with management this cycle. We appreciate the opportunity to hear direct feedback from our stockholders, and the feedback provided informs our Board’s future decision-making.


		PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT		5

General Information | Questions and Answers

General Information

Our Board is soliciting your proxy to vote at the 2026 annual meeting of stockholders (including any adjournments, continuations, or postponements thereof, the “Annual Meeting”) of Procore Technologies, Inc., for the purposes set forth in this Proxy Statement. The Annual Meeting will be held virtually via a live webcast on the Internet on Thursday, June 4, 2026, at 9:00 a.m., Pacific Time. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “2025 Form 10-K”) are first being mailed on or about April 24, 2026, to all stockholders entitled to vote at the Annual Meeting. If you held shares of our common stock at the close of business on the Record Date, you are invited to virtually attend the Annual Meeting and vote on the proposals described in this Proxy Statement. In order to attend and vote during the Annual Meeting, you must register to attend the Annual Meeting by 11:59 p.m., Pacific Time, on June 3, 2026. To access the Annual Meeting, visit www.proxydocs.com/PCOR. Stockholders of record as of the Record Date may register for the Annual Meeting on www.proxydocs.com/PCOR. Stockholders who hold their shares through a brokerage firm, bank, or other nominee (i.e., in “street name”) should follow the instructions provided by their brokerage firm, bank, or other nominee to register for the Annual Meeting.

Our 2025 Form 10-K accompanies this Proxy Statement. You also may obtain a paper copy of our 2025 Form 10-K without charge by following the instructions in the Notice.

The information provided in the section below titled “Questions and Answers” is for your convenience only and is merely a summary of information contained in various sources, including this Proxy Statement, our amended and restated bylaws (our “Bylaws”), our amended and restated certificate of incorporation (our “Charter”), and applicable laws, rules, and regulations, among other sources. You should read this entire Proxy Statement carefully. Information contained in, or that can be accessed through, website addresses provided in this Proxy Statement is not intended to be incorporated by reference into this Proxy Statement and references to website addresses in this Proxy Statement are inactive textual references only.

Questions and Answers

Why am I receiving these proxy materials?

Our Board is providing these proxy materials to you in connection with the solicitation of proxies for use at the virtual Annual Meeting for the purpose of considering and acting upon the matters described in this Proxy Statement.

What am I voting on?

There are three matters scheduled for a vote at the Annual Meeting:

+	Proposal 1: Election of Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell as Class II directors to hold office until our 2029 annual meeting of stockholders (the “2029 Annual Meeting”);

+	Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

+	Proposal 3: Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

In addition, we will conduct any other business that is properly brought before the Annual Meeting and at any adjournment or postponement thereof.

How does the Board recommend that I vote on each proposal?

Our Board recommends that you vote “FOR” each director nominee named in Proposal 1, “FOR” the ratification of the appointment of PwC as our independent public accounting firm as described in Proposal 2, and “FOR” the compensation of the Company’s named executive officers as described in Proposal 3.

Why did I receive a notice regarding the availability of proxy materials on the Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet in lieu of mailing printed copies. Providing our proxy materials via


6		PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT

General Information | Questions and Answers

the Internet reduces the costs associated with the Annual Meeting and lowers our environmental impact, without negatively affecting our stockholders’ ability to timely access our proxy materials. We have sent you the Notice because our Board is soliciting your proxy to vote at the Annual Meeting. Instructions on how to access the proxy materials over the Internet or to request a printed set of the proxy materials may be found in the Notice. We intend to mail the Notice on or about April 24, 2026, to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, after 10 calendar days have passed since our first mailing of the Notice.

What is a proxy?

A proxy is your legal designation of another person to vote the stock that you own. That other person is called a proxy. We have designated our Chief Legal Officer and Corporate Secretary, Benjamin C. Singer, and our Vice President, Associate General Counsel, Corporate, Securities & M&A, Diana Chiu, or either of them, as the Company’s proxies for the Annual Meeting.

Will a list of record stockholders as of the Record Date be available?

For 10 days prior to the Annual Meeting, a list of our record stockholders as of the close of business on the Record Date will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at the Company’s principal place of business at 6309 Carpinteria Avenue, Carpinteria, CA 93013. To access the list of our record stockholders in person beginning 10 days prior to the Annual Meeting and until the Annual Meeting, stockholders should email legalnotice@procore.com.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 10, 2026, will be entitled to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our common stock held as of the Record Date. As of the Record Date, there were 150,807,455 shares of common stock outstanding and entitled to vote. Stockholders are not permitted to cumulate votes with respect to the election of directors.

Stockholder of Record: Shares Registered in Your Name If, at the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. If you wish to vote online during the Annual Meeting, you must register to attend the Annual Meeting by visiting www.proxydocs.com/PCOR by 11:59 p.m., Pacific Time, on June 3, 2026. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the Internet, by telephone, or by completing and returning a printed proxy card.

Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee If, at the close of business on the Record Date, your shares were held not in your name, but instead on your behalf by a brokerage firm, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that nominee. Those shares will be reported as being held by the nominee (e.g., your brokerage firm, bank, or other nominee) in the system of record used for identifying stockholders. As a beneficial owner of the shares, you are invited to attend the Annual Meeting, and you have the right to direct your brokerage firm, bank, or other nominee how to vote the shares in your account. If you wish to attend the Annual Meeting, you must register to attend using the instructions provided by your brokerage firm, bank, or other nominee. If you wish to vote at the Annual Meeting, you must obtain a legal proxy from your brokerage firm, bank, or other nominee and upload the legal proxy to the virtual meeting website during the Annual Meeting. Further instructions will be provided to you via email once you have registered to attend the Annual Meeting.

How do I vote?

Whether or not you plan to attend the Annual Meeting, we urge you to vote in advance of the Annual Meeting to ensure your vote is counted. Even if you have voted before the Annual Meeting, you may still attend and vote during the Annual Meeting. In such case, your previously submitted proxy will be disregarded. For more information, see the question below titled “Can I change my vote or revoke my proxy after submitting a proxy?”


		PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT		7

General Information | Questions and Answers

Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record, you may vote in one of the following ways:



Method		Description

By Internet		To vote in advance of the Annual Meeting through the Internet, go to www.proxypush.com/PCOR to complete an electronic proxy card. You will be asked to provide the control number from the Notice or proxy card that accompanied your proxy materials. Votes over the Internet must be received prior to the Annual Meeting to be counted.

By Telephone		To vote in advance of the Annual Meeting by telephone, call (866) 502-1485. You will be asked to provide the control number from the Notice or proxy card that accompanied your proxy materials. Votes by telephone must be received prior to the Annual Meeting to be counted.

By Mail		To vote in advance of the Annual Meeting using a printed proxy card, simply complete, sign, and date the proxy card provided to you and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

In Person (Virtual)		To vote online during the Annual Meeting, you must first register to attend the Annual Meeting at www.proxydocs.com/PCOR by no later than 11:59 p.m., Pacific Time, on June 3, 2026. After you successfully register, you will receive a confirmation email, as well as an email approximately one hour prior to the start of the Annual Meeting at the email address you provided during registration with a unique link to the virtual meeting. The webcast will open 15 minutes before the start of the Annual Meeting.

Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee If you are a beneficial owner of shares held on your behalf by a brokerage firm, bank, or other nominee (i.e., your shares are held in “street name”), you will receive voting instructions from your brokerage firm, bank, or other nominee rather than directly from Procore. You must follow those instructions in order to vote on the matters to be considered at the Annual Meeting. If you want to vote online during the Annual Meeting, you must register to attend the Annual Meeting by following the instructions provided by your brokerage firm, bank, or other nominee and obtain a legal proxy from your brokerage firm, bank, or other nominee. You must submit a copy of the legal proxy on the virtual meeting website during the Annual Meeting in order to vote during the Annual Meeting. Further instructions will be provided to you as part of your registration process.

How do I attend and ask questions during the Annual Meeting?

To facilitate stockholder participation at the Annual Meeting, this year, we will be hosting the Annual Meeting via live webcast only. If you are a stockholder of record, you can attend the Annual Meeting live online by registering in advance at www.proxydocs.com/PCOR by no later than 11:59 p.m., Pacific Time, on June 3, 2026. In order to register for the Annual Meeting, you will need your control number, which is included in the Notice or on your proxy card. After you successfully register, you will receive a confirmation email, as well as an email approximately one hour prior to the start of the Annual Meeting at the email address you provided during registration with a unique link to the virtual meeting. If you are the beneficial owner of your shares (that is, you hold your shares in “street name”), you will receive separate instructions from your brokerage firm, bank, or other nominee on how to register for the Annual Meeting and will use the control number provided by your brokerage firm, bank, or other nominee, which will be found on your Notice or voting instruction form.

The Annual Meeting will begin at 9:00 a.m., Pacific Time, on Thursday, June 4, 2026. We recommend that you access the website for the Annual Meeting a few minutes before the Annual Meeting is scheduled to begin to ensure you are logged in when the Annual Meeting starts. The webcast will open 15 minutes before the start of the Annual Meeting. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.


8		PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT

General Information | Questions and Answers

We plan to have a Q&A session at the Annual Meeting. If you would like to ask a question during the Annual Meeting, you may submit your question ahead of the Annual Meeting when you register to attend the virtual meeting or you may submit a question during the Annual Meeting via the virtual meeting website after you have logged into the website. To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted on the virtual meeting website our rules of conduct for the Annual Meeting. We will answer as many questions submitted in accordance with the rules of conduct as possible in the time allotted for the Annual Meeting. Only questions that are relevant to an agenda item to be voted on by stockholders at the Annual Meeting will be answered.

What if I have technical difficulties or trouble accessing the Annual Meeting?

Details on how to access technical support for the Annual Meeting will be provided to you after you register to attend the Annual Meeting. We encourage you to log in a few minutes before the start of the meeting to allow ample time to address any technical difficulties before the Annual Meeting live webcast begins.

How many votes do I have?

For each matter to be voted upon at the Annual Meeting, each holder of shares of our common stock will have one vote per share held as of the close of business on the Record Date.

What if another matter is properly brought before the Annual Meeting?

Other than the matters described in this Proxy Statement, our Board does not intend to bring any other matters to be voted on at the Annual Meeting, and currently knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, your proxy will authorize your proxy holder (one of the individuals named on your proxy card) to exercise discretionary authority to vote your shares on such other matters.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by proxy in advance of the Annual Meeting through the Internet or by telephone or online during the Annual Meeting.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in more than one account. Please follow the voting instructions on each Notice that you receive to ensure that all of your shares are voted.

Can I change my vote or revoke my proxy after submitting my proxy?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the Annual Meeting in one of the following ways:

+	submit another properly completed proxy card with a later date or grant a subsequent proxy via telephone or the Internet;

+	send a timely written notice that you are revoking your proxy to our Chief Legal Officer and Corporate Secretary via email at legalnotice@procore.com; or

attend the Annual Meeting and vote online during the Annual Meeting. Simply attending the Annual Meeting will not, by itself, change your vote or revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions or vote in advance of the Annual Meeting by telephone or through the Internet so that your vote will be counted if you later decide not to attend the Annual Meeting.

Your latest-dated proxy card or telephone or Internet proxy is the one that is counted.

If you are a beneficial owner and your shares are held in “street name” on your behalf by a brokerage firm, bank, or other nominee, you should follow the instructions provided by that brokerage firm, bank, or other nominee to change your vote.


		PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT		9

General Information | Questions and Answers

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote through the Internet, by telephone, by completing a proxy card, or online during the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations of our Board as follows:

+	“FOR” the election of Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell as Class II directors to hold office until the 2029 Annual Meeting;

+	“FOR” the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

+	“FOR” the compensation of the Company’s named executive officers as described in this Proxy Statement.

If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will exercise discretionary authority to vote your shares.

If I am a beneficial owner of shares held in “street name” and I do not provide my brokerage firm, bank, or other nominee with voting instructions, what happens?

If you are a beneficial owner and do not instruct your brokerage firm, bank, or other nominee on how to vote your shares, your shares will be considered “uninstructed” and the question of whether your nominee will still be able to vote your shares depends on whether, pursuant to the rules of the New York Stock Exchange (the “NYSE”), the particular proposal is deemed to be a “routine” matter. Under the rules of the NYSE, brokerage firms, banks, and other nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the NYSE rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as elections of directors (even if not contested), mergers, stockholder proposals, executive compensation, and certain corporate governance proposals, even if management-supported.

Proposals 1 and 3 are considered to be “non-routine” under NYSE rules, meaning that your brokerage firm, bank, or other nominee may not vote your shares on those proposals in the absence of your voting instructions. In such case, failing to provide your brokerage firm, bank, or other nominee with voting instructions on Proposal 1 or 3 will result in a “broker non-vote” with respect to such proposal, as further described in the question below titled “What are ‘broker non-votes’?” However, Proposal 2 is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your brokerage firm, bank, or other nominee by its deadline, your shares may be voted by your brokerage firm, bank, or other nominee in its discretion on Proposal 2.

If you are a beneficial owner of shares held in “street name” and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you prefer, you must provide voting instructions to your brokerage firm, bank, or other nominee by the deadline provided in the materials you receive from your brokerage firm, bank, or other nominee.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares of our common stock entitled to vote at the Annual Meeting are present at the Annual Meeting virtually or by proxy. On the Record Date, there were 150,807,455 shares of our common stock outstanding and entitled to vote. Thus, the holders of 75,403,728 shares must be present virtually or represented by proxy at the Annual Meeting in order for a quorum to be present.

Your shares will be counted as present only if you submit a valid proxy (or one is submitted on your behalf by your brokerage firm, bank, or other nominee) or if you vote online during the Annual Meeting. Votes withheld, abstentions, and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chair of the Annual Meet

SEC Form DEF 14A filed by Procore Technologies Inc.