PROCORE TECHNOLOGIES INC
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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FY2024 · Filed Feb 26, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as a part of this Annual Report on Form 10-K:
(1)Financial Statements.
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2)Financial Statement Schedules.
All financial statement schedules have been omitted, as the information is not applicable or is not required under the related instructions, or because the information required is already included in the financial statements or the notes thereto.
(3)Exhibits.
We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference.
Exhibit Index
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Form | File Number | Exhibit | Filing Date |
| 2.1† | Agreement and Plan of Merger, dated as of September 20, 2021, by and among Procore Technologies, Inc., Lucky Strike Merger Sub, Inc., Express Lien, Inc., and Shareholder Representative Services LLC, as Stockholder Representative | 10-Q | 001-40396 | 2.1 | November 5, 2021 |
| 3.1† | Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 001-40396 | 3.1 | May 24, 2021 |
| 3.2† | Amended and Restated Bylaws of the Registrant | 8-K | 001-40396 | 3.1 | December 6, 2024 |
| 4.1† | Form of common stock certificate of the Registrant | S-1/A | 333-236789 | 4.1 | May 6, 2021 |
| 4.2† | Sixth Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated September 24, 2019 | S-1/A | 333-236789 | 4.2 | February 28, 2020 |
| 4.3* | Description of Registrant’s Securities | ||||
| 10.1†+ | Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers | S-1/A | 333-236789 | 10.1 | May 6, 2021 |
| 10.2†+ | Procore Technologies, Inc. 2014 Equity Incentive Plan and related form agreements | S-1/A | 333-236789 | 10.2 | February 28, 2020 |
| 10.3*+ | Procore Technologies, Inc. 2021 Equity Incentive Plan, as amended, and related form agreements | ||||
| 10.4†+ | Procore Technologies, Inc. 2021 Employee Stock Purchase Plan | S-1/A | 333-236789 | 10.4 | May 10, 2021 |
| 10.5†+ | Cash Incentive Bonus Plan | S-1/A | 333-236789 | 10.10 | February 28, 2020 |
| 10.6†+ | Non-Employee Director Compensation Policy | 10-Q | 001-40396 | 10.2 | May 2, 2024 |
| 10.7†+ | Offer Letter by and between Craig F. Courtemanche and the Registrant, dated as of April 30, 2021 | S-1/A | 333-236789 | 10.11 | May 6, 2021 |
| 10.8†+ | Offer Letter by and between Benjamin Singer and the Registrant, dated as of April 30, 2021 | S-1/A | 333-236789 | 10.14 | May 6, 2021 |
| 10.9†+ | Offer Letter by and between Joy Driscoll Durling and the Registrant, dated as of July 27, 2022 | 10-Q | 001-40396 | 10.1 | August 5, 2022 |
| 10.10†+ | Offer Letter by and between Steven Scott Davis and the Registrant, dated as of October 6, 2022 | 10-Q | 001-40396 | 10.1 | November 4, 2022 |
| 10.11†+ | Offer Letter by and between Howard Fu and the Registrant, dated as of May 8, 2023 | 8-K | 001-40396 | 10.10 | May 8, 2023 |
| 10.12†+ | Offer Letter by and between Lawrence Joseph Stack and the Registrant, dated as of April 1, 2024 | 10-Q | 001-40396 | 10.10 | May 2, 2024 |
| 10.13†+ | 2021 Form of Executive Severance Agreement between the Registrant and each of its executive officers | S-1/A | 333-236789 | 10.17 | May 6, 2021 |
| 10.14*+ | 2024 Form of Executive Severance Agreement between the Registrant and each of its executive officers | ||||
| 19.1* | Insider Trading Policy, as amended | ||||
| 21.1* | List of subsidiaries of the Registrant | ||||
| 23.1* | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | ||||
| 24.1* | Power of Attorney (included on signature page) | ||||
| 31.1* | Section 302 Certification of Principal Executive Officer | ||||
| 31.2* | Section 302 Certification of Principal Financial Officer | ||||
| 32.1*# | Section 906 Certification of Principal Executive Officer | ||||
| 32.2*# | Section 906 Certification of Principal Financial Officer | ||||
| 97.1† | Incentive Compensation Recoupment Policy | 10-K | 001-40396 | 97.1 | February 26, 2024 |
| 101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
| * | Filed herewith. | ||||
| † | Previously filed. | ||||
| + | Indicates management contract or compensatory plan. | ||||
| # | The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act, irrespective of any general incorporation language contained in any such filing. | ||||
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