PROCORE TECHNOLOGIES, INC.

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and in Part II, Item 1A, “Risk Factors,” in our Q2 2026 Form 10-Q, together with all of the other information contained in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes thereto, before making a decision to invest in our common stock. The risks and uncertainties described below and in Part II, Item 1A, “Risk Factors,” in our Q2 2026 Form 10-Q are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of such future risks or any of the following risks occur, our business, financial condition, results of operations, and prospects could be materially adversely affected. In that event, the price of our common stock could decline, and you could lose part or all of your investment.

Servicing our debt may require a significant amount of cash, and we may not have sufficient cash flow from our business to service our debt.

Our ability to make repayments of the principal of, to pay interest, if any, on, or to refinance our indebtedness, including the 2031 Notes, and to pay any cash amounts upon conversion of the 2031 Notes, depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional debt or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

Holders of the 2031 Notes will have the right, subject to certain conditions and except as described in the Indenture, to require us to repurchase all or any portion of their 2031 Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid special interest, if any, up to, but excluding, the fundamental change repurchase date. Upon maturity of the 2031 Notes, we must pay the principal amount of the 2031 Notes plus accrued and unpaid special interest, if any, in cash, unless the 2031 Notes have been previously repurchased, redeemed, or converted. In addition, upon conversion of the 2031 Notes, we will be required to make cash payments for each $1,000 in principal amount of 2031 Notes converted of at least the lesser of $1,000 and the sum of the daily conversion values. We may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 2031 Notes surrendered therefor or pay cash with respect to 2031 Notes being converted. In addition, our future debt may prohibit us from making any cash payments on the conversion or repurchase of the 2031 Notes if an event of default exists thereunder or making any cash payments upon a fundamental change. Our ability to repurchase the 2031 Notes or to pay cash upon conversions or at maturity of the 2031 Notes may also be limited by law or by regulatory authority. Our failure to repurchase 2031 Notes at a time when the repurchase is required by the Indenture or to pay any cash payable on future conversions or at maturity of the 2031 Notes as required by the Indenture would constitute a default under the Indenture. A default under the Indenture or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 2031 Notes or make cash payments upon conversions thereof.

Conversion of the 2031 Notes may dilute the ownership interest of our stockholders, depress the price of our common stock, or otherwise materially adversely affect our business, financial condition, results of operations, and prospects.

The conversion of some or all of the 2031 Notes may dilute the ownership interests of our stockholders. Upon conversion of the 2031 Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2031 Notes being converted. If we elect to settle the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2031 Notes being converted in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the 2031 Notes may encourage short selling by market participants because the conversion of the 2031 Notes could be used to satisfy short positions, or anticipated conversion of the 2031 Notes into shares of our common stock could depress the price of our common stock.

In the event the conditional conversion feature of the 2031 Notes is triggered, holders of 2031 Notes will be entitled to convert their 2031 Notes at any time during specified periods at their option. If one or more holders elect to convert their 2031 Notes, we would be required to settle any converted principal through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their 2031 Notes, we would be required under applicable accounting rules to reclassify all or any portion of the outstanding principal of the 2031 Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for the 2031 Notes could adversely affect our reported earnings and financial condition

The accounting method for reflecting the 2031 Notes on our balance sheet, accruing interest expense for the 2031 Notes, and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

In August 2020, the Financial Accounting Standards Board published an Accounting Standards Update 2020-06 (“ASU 2020-06”), which simplifies certain of the accounting standards that apply to convertible notes. In accordance with ASU 2020-06 the 2031 Notes are reflected as a liability on our condensed consolidated balance sheets, with the initial carrying amount equal to the principal amount of the 2031 Notes, net of issuance costs. The issuance costs are treated as a debt discount for accounting purposes, and are amortized into interest expense over the term of the 2031 Notes. As a result of this amortization, we will recognize interest expense for the 2031 Notes for accounting purposes which is greater than the cash interest payments of 0.00% on the 2031 Notes, which will result in lower reported net income.

In addition, the shares of common stock underlying the 2031 Notes are reflected in our diluted earnings per share using the “if converted” method, in accordance with ASU 2020-06. Under that method, diluted earnings per share generally is calculated assuming that all the 2031 Notes were converted into cash and shares of common stock at the beginning of the reporting period based on the average market price of common stock determined in accordance with applicable accounting rules, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share.

Furthermore, if any of the conditions to the convertibility of the 2031 Notes is satisfied, then we will be required under applicable accounting standards to reclassify the liability carrying value of the 2031 Notes as a current, rather than a long-term liability. This reclassification could be required even if no noteholders convert their 2031 Notes and could materially reduce our reported working capital.

Certain provisions in the Indenture governing the 2031 Notes may delay or prevent an otherwise beneficial takeover attempt of us.

Certain provisions in the Indenture may make it more difficult or expensive for a third party to acquire us. For example, except as otherwise set forth in the Indenture, the Indenture will require us to repurchase the 2031 Notes for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the conversion rate for a holder that converts its 2031 Notes in connection with a make-whole fundamental change. A takeover of us may trigger the requirement that we repurchase the 2031 Notes and/or increase the conversion rate, which could make it costlier for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.

The Capped Calls may affect the value of the market price of our common stock and subject us to counterparty risk.

In connection with the pricing of the 2031 Notes, we entered into privately negotiated Capped Calls with certain financial institutions (collectively, the “option counterparties”). The Capped Calls cover, subject to customary adjustments substantially similar to those applicable to the 2031 Notes, the number of shares of our common stock initially underlying the 2031 Notes. The Capped Calls are expected generally to reduce the potential dilution to our common stock upon any conversion of the 2031 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2031 Notes, as the case may be, with such reduction and/or offset subject to a cap.

The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the 2031 Notes (and are likely to do so during any observation period related to a conversion of 2031 Notes, following any redemption of the 2031 Notes or any repurchase of the 2031 Notes upon a fundamental change, or, to the extent we exercise the relevant election under the Capped Calls, following any other repurchase of the 2031 Notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock. We cannot predict the direction or magnitude of any potential effect that Capped Calls may have on the price of our common stock. In addition, we do not make any representation that the option counterparties or their respective affiliates will not discontinue the Capped Calls without notice.

The option counterparties are financial institutions, and we are subject to the risk that one or more of the option counterparties may default or otherwise fail to perform, or may exercise certain rights to terminate, their obligations under the Capped Calls. Our exposure to the credit risk of the option counterparties is not secured by any collateral.

Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions and could adversely affect the option counterparties’ performance under the Capped Calls. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the Capped Call with such option counterparty. Our exposure will depend on many factors but, generally, our exposure will increase if the market price or the volatility of our common stock increases. In addition, upon a default or other failure to perform, or a termination of obligations, by an option counterparty, we may suffer adverse tax consequences or more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties.

In addition, the terms of the Capped Calls may be subject to adjustment, modification or, in some cases, renegotiation in the event of certain corporate and other transactions. The Capped Calls may not operate as we intend in the event that we are required to adjust the terms of such instruments as a result of transactions in the future or in the event of other unanticipated developments that may adversely affect the functioning of the Capped Calls.