PROCORE TECHNOLOGIES, INC.

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

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Filed by a Party other than the Registrant

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Check the appropriate box:

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):

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.

Ajei S. Gopal

President and Chief Executive Officer

Notice of

Annual Meeting

of Stockholders

Annual Meeting of Stockholders

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:

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,

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.

Procore Technologies, Inc.

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS