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    SEC Form 10-Q filed by Procore Technologies Inc.

    5/2/25 4:43:54 PM ET
    $PCOR
    Computer Software: Prepackaged Software
    Technology
    Get the next $PCOR alert in real time by email
    pcor-20250331
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    Table of Contents


    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    _________________________________________________________________
    FORM 10-Q
    _________________________________________________________________
    (Mark One)
    xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended March 31, 2025
    OR
    oTRANSITION 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)
    _________________________________________________________________
    Delaware73-1636261
    (State or other jurisdiction of
    incorporation or organization)
    (I.R.S. Employer
    Identification No.)
    6309 Carpinteria Avenue
    Carpinteria, CA
    93013
    (Address of principal executive offices)(Zip Code)
    Registrant’s telephone number, including area code: (866) 477-6267
    _________________________________________________________________
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading
    Symbol(s)
    Name of each exchange on which registered
    Common stock, $0.0001 par valuePCORThe New York Stock Exchange
    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 x No o
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, 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 filerxAccelerated filero
    Non-accelerated fileroSmaller reporting companyo
    Emerging growth companyo
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
    As of April 25, 2025, the registrant had 149,169,227 shares of common stock, $0.0001 par value per share, outstanding.


    Table of Contents


    Table of Contents
    Page
    PART I.
    FINANCIAL INFORMATION
    3
    Item 1.
    Financial Statements (Unaudited)
    3
    Condensed Consolidated Balance Sheets
    3
    Condensed Consolidated Statements of Operations and Comprehensive Loss
    4
    Condensed Consolidated Statements of Stockholders’ Equity
    5
    Condensed Consolidated Statements of Cash Flows
    6
    Notes to Condensed Consolidated Financial Statements
    8
    Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    26
    Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    45
    Item 4.
    Controls and Procedures
    46
    PART II.
    OTHER INFORMATION
    47
    Item 1.
    Legal Proceedings
    47
    Item 1A.
    Risk Factors
    47
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    47
    Item 5.
    Other Information
    48
    Item 6.
    Exhibits
    49
    Signatures
    50


    Table of Contents


    SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
    This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities 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 than statements of historical fact contained in this Quarterly Report on Form 10-Q are forward-looking statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and our objectives for future 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 to achieve or maintain future profitability;
    •our ability to effectively manage our growth and investments, including through the evolution of our go-to-market (“GTM”) operating model;
    •anticipated performance, trends, growth rates, and challenges in our business and in the markets in which we currently or may in the future operate;
    •economic and industry trends, in particular the rate of adoption of construction management software and digitization of the construction industry, inflation, and challenging macroeconomic and geopolitical conditions;
    •our ability to attract new customers and retain and increase sales to existing customers;
    •our ability to expand internationally;
    •the effects of increased competition in our markets and our ability to compete effectively;
    •our ability to develop new products, platform capabilities, services, and features, and whether our customers and prospective customers will adopt these new products, platform capabilities, services, and features;
    •our ability to maintain, protect, and enhance our brand;
    •the sufficiency of our cash to meet our cash needs for at least the next 12 months;
    •future acquisitions, joint-ventures, or investments, including our strategic investments and investments in marketable securities;
    •our ability to comply or remain in compliance with laws and regulations that currently apply or become applicable to our business in the United States (“U.S.”) and internationally;
    •our reliance on key personnel and our ability to attract, maintain, and retain management and skilled personnel;
    •the timing, price, and quantity of repurchases of shares of our common stock under our stock repurchase program, and our ability to fund any such repurchases;
    •the future trading price of our common stock; and
    •our ability to identify, assess, and manage cybersecurity threats and risks.
    You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in Part I, Item 1A, “Risk Factors” and elsewhere in our Annual Report on Form 10-K dated February 26, 2025 (our “2024 Form 10-K”), and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and
    1

    Table of Contents


    uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
    In addition, statements that “we believe,” and similar statements, reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to rely on these statements.
    The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not rely on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.
    Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “Procore,” “we,” “us,” and “our” refer to Procore Technologies, Inc. and its consolidated subsidiaries.
    2

    Table of Contents


    Part I – FINANCIAL INFORMATION
    Item 1. Financial Statements
    Procore Technologies, Inc.
    Condensed Consolidated Balance Sheets (unaudited)
    (in thousands, except number of shares and par value)March 31,
    2025
    December 31,
    2024
    Assets
    Current assets
    Cash and cash equivalents$313,734 $437,722 
    Marketable securities (amortized cost of $252,457 and $337,253 at March 31, 2025 and December 31, 2024, respectively)
    252,956 337,673 
    Accounts receivable, net of allowance for credit losses of $3,563 and $6,109 at March 31, 2025 and December 31, 2024, respectively
    161,578 246,472 
    Contract cost asset, current36,924 33,922 
    Prepaid expenses and other current assets51,295 44,090 
    Total current assets816,487 1,099,879 
    Marketable securities, non-current (amortized cost of $132,127 and $46,042 at March 31, 2025 and December 31, 2024, respectively)
    132,127 46,042 
    Capitalized software development costs, net119,882 112,321 
    Property and equipment, net43,715 43,592 
    Right of use assets - finance leases20,972 31,727 
    Right of use assets - operating leases31,758 28,790 
    Contract cost asset, non-current51,223 47,505 
    Intangible assets, net137,865 120,946 
    Goodwill573,383 549,651 
    Other assets21,302 20,918 
    Total assets$1,948,714 $2,101,371 
    Liabilities and Stockholders’ Equity
    Current liabilities
    Accounts payable$22,235 $33,146 
    Accrued expenses76,744 88,740 
    Deferred revenue, current560,140 584,719 
    Other current liabilities26,481 21,427 
    Total current liabilities685,600 728,032 
    Deferred revenue, non-current5,309 5,815 
    Finance lease liabilities, non-current27,903 41,352 
    Operating lease liabilities, non-current36,599 32,697 
    Other liabilities, non-current11,656 5,122 
    Total liabilities767,067 813,018 
    Commitments and contingencies (Note 9)
    Stockholders’ equity
    Preferred stock, $0.0001 par value, 100,000,000 shares authorized at March 31, 2025 and December 31, 2024; 0 shares issued and outstanding at March 31, 2025 and December 31, 2024.
    — — 
    Common stock, $0.0001 par value, 1,000,000,000 shares authorized at March 31, 2025 and December 31, 2024; 149,104,117 and 149,853,135 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively.
    15 15 
    Additional paid-in capital2,461,905 2,535,868 
    Accumulated other comprehensive loss(2,491)(2,737)
    Accumulated deficit(1,277,782)(1,244,793)
    Total stockholders’ equity1,181,647 1,288,353 
    Total liabilities and stockholders’ equity$1,948,714 $2,101,371 
    The accompanying notes are an integral part of these condensed consolidated financial statements.
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    Procore Technologies, Inc.
    Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)
    Three Months Ended March 31,
    (in thousands, except share and per share amounts)20252024
    Revenue$310,632 $269,428 
    Cost of revenue64,926 45,723 
    Gross profit245,706 223,705 
    Operating expenses
    Sales and marketing138,684 120,994 
    Research and development87,609 70,599 
    General and administrative55,658 51,018 
    Total operating expenses281,951 242,611 
    Loss from operations(36,245)(18,906)
    Interest income5,997 5,938 
    Interest expense(285)(479)
    Accretion income, net2,447 3,088 
    Other income (expense), net391 (344)
    Loss before provision for income taxes(27,695)(10,703)
    Provision for income taxes5,294 263 
    Net loss$(32,989)$(10,966)
    Net loss per share attributable to common stockholders, basic and diluted$(0.22)$(0.08)
    Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted149,997,899145,476,006
    Other comprehensive income (loss)
    Foreign currency translation adjustment, net of tax$167 $(486)
    Unrealized income (loss) on available-for-sale debt and marketable securities, net of tax79 (207)
    Total other comprehensive income (loss)246 (693)
    Comprehensive loss$(32,743)$(11,659)
    The accompanying notes are an integral part of these condensed consolidated financial statements.
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    Procore Technologies, Inc.
    Condensed Consolidated Statements of Stockholders’ Equity (unaudited)
    Common StockAdditional
    Paid-in
    Capital
    Accumulated
    Other
    Comprehensive
    Loss
    Accumulated
    Deficit
    Total
    Stockholders’
    Equity
    (in thousands, except share amounts)SharesAmount
    Balance as of December 31, 2023144,806,464$15 $2,295,807 $(1,375)$(1,138,837)$1,155,610 
    Exercise of stock options471,310— 7,140 — — 7,140 
    Stock-based compensation—— 42,590 — — 42,590 
    Issuance of common stock upon settlement of restricted stock units994,029— — — — — 
    Other comprehensive loss—— — (693)— (693)
    Net loss—— — — (10,966)(10,966)
    Balance as of March 31, 2024146,271,803$15 $2,345,537 $(2,068)$(1,149,803)$1,193,681 

    Common StockAdditional
    Paid-in
    Capital
    Accumulated
    Other
    Comprehensive
    Income (Loss)
    Accumulated
    Deficit
    Total
    Stockholders’
    Equity
    (in thousands, except share amounts)SharesAmount
    Balance as of December 31, 2024149,853,135$15 $2,535,868 $(2,737)$(1,244,793)$1,288,353 
    Exercise of stock options149,650— 2,352 — — 2,352 
    Stock-based compensation—— 52,402 — — 52,402 
    Issuance of common stock upon settlement of restricted stock units882,979— — — — — 
    Shares withheld related to net share settlement of equity awards(331,056)— (28,277)(28,277)
    Repurchase and retirement of common stock, including transaction costs and excise tax(1,450,591)— (100,440)— — (100,440)
    Other comprehensive income—— — 246 — 246 
    Net loss—— — — (32,989)(32,989)
    Balance as of March 31, 2025149,104,117$15 $2,461,905 $(2,491)$(1,277,782)$1,181,647 
    The accompanying notes are an integral part of these condensed consolidated financial statements.
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    Procore Technologies, Inc.
    Condensed Consolidated Statements of Cash Flows (unaudited)
    Three Months Ended March 31,
    (in thousands)20252024
    Operating activities
    Net loss$(32,989)$(10,966)
    Adjustments to reconcile net loss to net cash provided by operating activities
    Stock-based compensation48,279 40,132 
    Depreciation and amortization26,855 20,051 
    Accretion of discounts on marketable debt securities, net(2,425)(3,088)
    Abandonment of long-lived assets354 268 
    Noncash operating lease expense1,555 2,734 
    Unrealized foreign currency (gain) loss, net(1,136)1,079 
    Deferred income taxes2,215 1 
    (Benefit from) provision for credit losses(909)189 
    Decrease (increase) in fair value of strategic investments224 (759)
    Changes in operating assets and liabilities, net of effect of asset acquisition
    Accounts receivable86,327 68,013 
    Deferred contract cost assets(6,569)(427)
    Prepaid expenses and other assets(7,454)(684)
    Accounts payable(11,070)3,155 
    Accrued expenses and other liabilities(9,880)(34,154)
    Deferred revenue(26,568)(14,108)
    Operating lease liabilities(781)(2,291)
    Net cash provided by operating activities66,028 69,145 
    Investing activities
    Purchases of property and equipment(4,033)(2,089)
    Capitalized software development costs(15,331)(9,514)
    Purchases of strategic investments(550)(210)
    Purchases of marketable securities(134,598)(101,434)
    Maturities of marketable securities135,787 107,301 
    Customer repayments of materials financing— 1,281 
    Business combinations, net of cash acquired(41,253)— 
    Asset acquisition, net of cash acquired(3,533)(5)
    Net cash used in investing activities(63,511)(4,670)
    Financing activities
    Proceeds from stock option exercises2,314 7,125 
    Repurchases of common stock(100,029)— 
    Payment of tax withholding for net share settlement(28,277)— 
    Principal payments under finance lease agreements, net of proceeds from lease incentives(388)(449)
    Net cash (used in) provided by financing activities(126,380)6,676 
    Net (decrease) increase in cash, cash equivalents, and restricted cash(123,863)71,151 
    Effect of exchange rate changes on cash(125)(1,285)
    Cash, cash equivalents, and restricted cash, beginning of period437,722 357,790 
    Cash, cash equivalents, and restricted cash, end of period$313,734 $427,656 
    The accompanying notes are an integral part of these condensed consolidated financial statements.
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    Procore Technologies, Inc.
    Condensed Consolidated Statements of Cash Flows (unaudited)
    Three Months Ended March 31,
    (in thousands)20252024
    Supplemental disclosure of cash flow information
    Cash paid for income taxes, net of refunds received558 171 
    Stock-based compensation capitalized for cloud-computing arrangement costs(14)32 
    Cash received for lease incentives200 197 
    Cash paid for amounts included in the measurement of lease liabilities
    Operating cash flows from finance leases284 477 
    Operating cash flows from operating leases1,183 2,879 
    Financing cash flows from finance leases388 532 
    Noncash investing and financing activities:
    Purchases of property and equipment included in accounts payable and accrued expenses at period end943 1,101 
    Capitalized software development costs included in accounts payable and accrued expenses at period end3,890 1,977 
    Deferred asset acquisition payment included in other current and non-current liabilities and accrued expenses at period end2,035 1,400 
    Excise taxes related to repurchases of common stock included in other current liabilities at period end411 — 
    Stock-based compensation capitalized for software development4,137 2,426 
    Operating right of use assets obtained or modified in exchange for lease liabilities4,516 (4,508)
    Financing lease right of use asset modified to operating lease(10,305)— 
    The accompanying notes are an integral part of these condensed consolidated financial statements.
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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)

    1.ORGANIZATION AND DESCRIPTION OF BUSINESS
    Description of business
    Procore Technologies, Inc. (together with its subsidiaries, “Procore” or the “Company”) provides a cloud-based construction management platform and related products and services that allow the construction industry’s key stakeholders, such as owners, general contractors and specialty contractors, to collaborate on construction projects.
    The Company was incorporated in California in 2002 and re-incorporated in Delaware in 2014. The Company is headquartered in Carpinteria, California, and has operations globally.
    2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    Basis of presentation
    The accompanying condensed consolidated financial statements include the interim financial statements of Procore. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP” or “U.S. GAAP”) and are unaudited. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2024. The condensed consolidated balance sheet information as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements. The condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal recurring items, necessary for the fair statement of the condensed consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.
    Use of estimates
    The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management periodically evaluates its estimates and assumptions for continued reasonableness, primarily with respect to revenue recognition, the period of benefit of contract cost assets, the fair value of assets acquired and liabilities assumed in a business combination or asset acquisition, stock-based compensation expense, the recoverability of goodwill and long-lived assets, useful lives of long-lived assets, capitalization of software development costs, income taxes, including related reserves and allowances, provision for credit losses, incremental borrowing rates and estimation of lease terms applied in lease accounting, and self-insurance reserve estimates. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable. Actual results could differ from the Company’s estimates.
    Segments
    The Company operates as a single operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer (“CEO”).
    The Company generates substantially all of its revenue from subscriptions to access its software products and related support. In recent years, the Company has completed a number of acquisitions which have allowed it to expand its platform capabilities and related products and services. While the Company provides different products and services, including as a result of its acquisitions, its business operates as one operating segment because its CODM evaluates the Company’s revenue, expenses, and assets as reported on the condensed
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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    consolidated income statement and balance sheet for purposes of assessing financial performance and allocating resources on a consolidated basis, and uses consolidated revenue, expenses, and assets in deciding whether to invest into various parts of the Company, such as managing budgets and acquisitions.
    Business combinations
    The Company assesses whether an acquisition is a business combination or an asset acquisition. If substantially all of the gross assets acquired are concentrated in a single asset or group of similar assets, then the acquisition is accounted for as an asset acquisition where the purchase consideration is allocated on a relative fair value basis to the assets acquired. Goodwill is not recorded in an asset acquisition. If the gross assets are not concentrated in a single asset or group of similar assets, then the Company determines if the set of assets acquired represents a business. A business is an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return. Depending on the nature of the acquisition, judgment may be required to determine if the set of assets acquired is a business combination or not.
    The Company applies the acquisition method of accounting for a business combination. Under this method of accounting, assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company adjusts the provisional amounts of assets acquired and liabilities assumed with the corresponding offset to goodwill to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the Company’s condensed consolidated statements of operations and comprehensive loss.
    Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to estimated level of effort and related costs of reproducing or replacing the assets acquired, future cash inflows and outflows, and discount rates, among other items. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. As a result, the Company may be required to value the acquired assets at fair value measures that do not reflect its intended use of those assets. Use of different estimates and judgments could yield different results.
    Although the Company believes the assumptions and estimates it has made are reasonable and appropriate, they are based in part on historical experience and information that may be obtained from management of the acquired company and are inherently uncertain.
    Marketable securities
    Investments with stated maturities of greater than three months are classified as marketable securities, which consist of United States (“U.S.”) treasury securities, commercial paper, corporate notes and obligations, and time deposits. All marketable securities held as of March 31, 2025 and December 31, 2024 are classified as available-for-sale debt securities, which are recorded at fair value. The Company’s marketable securities are classified as either short-term or long-term in the accompanying condensed consolidated balance sheets based on the security’s contractual maturity at balance sheet date. The Company re-evaluates such classifications at each balance sheet date.
    The Company periodically assesses its portfolio of marketable securities for impairment. The Company evaluates each investment in an unrealized loss position to determine if any portion of the unrealized loss is related to credit losses. In determining whether a credit loss may exist, the Company considers the extent of the unrealized loss position, any adverse conditions specifically related to the security or the issuer’s operating environment, the pay structure of the security, the issuer’s payment history, and any changes in the issuer’s
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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    credit rating. Unrealized losses on marketable securities due to expected credit losses are recognized in other expense, net in the accompanying condensed consolidated statements of operations and comprehensive loss, and any excess unrealized gains and losses, net of tax, that are not due to expected credit losses are included in accumulated other comprehensive loss, a component of stockholders’ equity. During the three months ended March 31, 2025 and 2024, there were no credit losses recorded on marketable securities. Interest recorded on marketable securities is recorded in interest income, with accretion of discounts, net of amortization of premiums, recorded in accretion income, net, on the accompanying condensed consolidated statements of operations and comprehensive loss.
    Self-insurance reserves
    The Company has elected to partially self-fund its health insurance plan. To reduce its risk related to high-dollar claims, the Company maintains individual stop-loss insurance. The Company estimates its exposure for claims incurred at the end of each reporting period, including claims not yet reported, with the assistance of an independent third-party actuary. As of March 31, 2025 and December 31, 2024, the Company’s self-insurance accrual was $2.9 million and $2.7 million, respectively, included within other current liabilities on the accompanying condensed consolidated balance sheets.
    Strategic investments
    Investments in equity securities
    The Company holds investments in equity securities of certain privately held companies, which do not have readily determinable fair values. The Company does not have a controlling interest or significant influence in these companies. The Company has elected to apply the measurement alternative to measure the non-marketable equity securities at cost, with remeasurements to fair value only upon the occurrence of observable price changes in orderly transactions for the identical or similar securities of the same issuer, or in the event of any impairment. This election is reassessed each reporting period to determine whether a non-marketable equity security has a readily determinable fair value, in which case the security would no longer be eligible for this election. All gains and losses on such equity securities, realized and unrealized, are recorded in other expense, net on the accompanying condensed consolidated statements of operations and comprehensive loss. The Company evaluates its non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators. If an impairment exists, a loss is recognized in the accompanying condensed consolidated statements of operations and comprehensive loss for the amount by which the carrying value exceeds the fair value of the investment.
    Investments in limited partnership funds
    The Company also holds investments in certain limited partnership funds. The Company does not hold a controlling interest or significant influence in these limited partnerships. The fair value of such investments is valued using the Net Asset Value (“NAV”) provided by the fund administrator as a practical expedient.
    Available-for-sale debt securities
    The Company also held certain investments in debt securities of privately held companies, which were classified as available-for-sale debt securities. Such available-for-sale debt securities were recorded at fair value with changes in fair value recorded in other comprehensive loss. The Company periodically reviewed its available-for-sale debt securities to determine if there had been an other-than-temporary decline in fair value. If the impairment is deemed other-than-temporary, the portion of the impairment related to credit losses is recognized in other (expense) income, net in the accompanying condensed consolidated statements of operations and comprehensive loss, and the portion related to non-credit related losses is recognized as a component of comprehensive loss.

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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    Fair value measurements
    Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy using three levels of inputs, of which the first two are considered observable and the last is considered unobservable, as follows:
    Level 1    Quoted prices in active markets for identical assets or liabilities.
    Level 2    Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities.
    Level 3    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

    As of March 31, 2025 and December 31, 2024, the carrying value of the Company’s financial instruments included in current assets and current liabilities (including accounts receivable, accounts payable, and accrued expenses) approximate fair value due to the short-term nature of such items. The Company measures its cash held in money market funds, marketable securities, and investments in available-for-sale debt securities at fair value each reporting period. The estimation of fair value for available-for-sale debt securities in private companies requires the use of significant unobservable inputs, and as a result, the Company classifies these assets as Level 3 within the fair value hierarchy.
    The Company’s investments in equity securities of privately held companies are recorded at fair value on a non-recurring basis. For investments without a readily determinable fair value, the Company looks to observable transactions, such as the issuance of new equity by an investee, as indicators of investee enterprise value and uses them to estimate the fair value of the investments. The Company’s investments in limited partnerships are valued using NAV as a practical expedient and therefore excluded from the fair value hierarchy.
    Deferred revenue
    Contract liabilities consist of revenue that is deferred when the Company has the contractual right to invoice in advance of transferring services to its customers. The Company recognized revenue of $254.5 million and $220.6 million during the three months ended March 31, 2025 and 2024, respectively, that was included in deferred revenue balances at the beginning of the respective periods.
    Remaining performance obligations
    The transaction price allocated to remaining performance obligations (“RPO”) represents the contracted transaction price that has not yet been recognized as revenue, which includes deferred revenue and amounts under non-cancelable contracts that will be invoiced and recognized as revenue in future periods. The Company’s current RPO represents future revenue under existing contracts that is expected to be recognized as revenue in the next 12 months. As of March 31, 2025, the aggregate amount of the transaction price allocated to RPO was $1.3 billion, of which the Company expects to recognize $842.6 million, or approximately 65%, as revenue in the next 12 months, and substantially all of the remaining $447.7 million between 12 and 36 months thereafter.
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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    3.INVESTMENTS
    Marketable securities
    Marketable securities consisted of the following as of March 31, 2025 (in thousands):
    Amortized CostGross
    Unrealized
    Gains
    Gross
    Unrealized
    Losses
    Fair Value
    U.S. treasury securities$94,417 $151 $(6)$94,562 
    Commercial paper4,595 — (3)4,592 
    Corporate notes and obligations285,572 408 (51)285,929 
    Total marketable securities$384,584 $559 $(60)$385,083 
    Marketable securities consisted of the following as of December 31, 2024 (in thousands):
    Amortized CostGross
    Unrealized
    Gains
    Gross
    Unrealized
    Losses
    Fair Value
    U.S. treasury securities$126,916 $142 $(13)$127,045 
    Commercial paper18,414 19 — 18,433 
    Corporate notes and obligations237,965 339 (67)238,237 
    Total marketable securities$383,295 $500 $(80)$383,715 
    The following table summarizes the estimated fair value of investments classified as marketable securities by contractual maturity date (in thousands):
    March 31, 2025December 31, 2024
    Due within 1 year$252,956 $337,673 
    Due in 1 to 2 years132,127 46,042 
    Total marketable securities$385,083 $383,715 
    During the three months ended March 31, 2025 and 2024, there were maturities of marketable securities of $135.8 million and $107.3 million, respectively. There were no sales of marketable securities during the three months ended March 31, 2025 and 2024. Realized losses on sales of marketable securities are recorded in other expense, net on the condensed consolidated statements of operations and comprehensive loss. Such losses were immaterial during the three months ended March 31, 2025 and 2024. There were no impairments of marketable securities during the three months ended March 31, 2025 or 2024.

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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    Strategic investments
    Strategic investment activity during the three months ended March 31, 2025 is summarized as follows (in thousands):
    Equity SecuritiesLimited PartnershipsTotal
    Balance as of December 31, 2024$8,685 $5,669 $14,354 
    Purchases of strategic investments— 550 550 
    Unrealized gain on strategic investments— 228 228 
    Impairment losses(452)— (452)
    Balance as of March 31, 2025$8,233 $6,447 $14,680 
    Strategic investment activity during the three months ended March 31, 2024 is summarized as follows (in thousands):
    Equity SecuritiesLimited PartnershipsAvailable-for- Sale Debt
    Securities
    Total
    Balance as of December 31, 2023$7,179 $3,986 $362 $11,527 
    Interest accrued on available-for-sale debt securities— — 2 2 
    Purchases of strategic investments— 210 — 210 
    Unrealized (loss) gain on strategic investments671 88 — 759 
    Balance as of March 31, 2024$7,850 $4,284 $364 $12,498 
    Strategic investments are recorded in other assets on the accompanying condensed consolidated balance sheets. The Company's available-for-sale debt security converted to equity during the fourth quarter of 2024. As such the Company no longer holds any available-for-sale debt securities in its strategic investment portfolio as of March 31, 2025.
    As of March 31, 2025, in connection with the Company’s investments in limited partnerships, it has a contractual obligation to provide additional investment funding of up to $6.2 million at the option of the investees.
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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    4.FAIR VALUE OF FINANCIAL INSTRUMENTS
    Financial assets measured at fair value on a recurring basis within the fair value hierarchy are summarized as follows (in thousands):
    March 31, 2025
    Level 1Level 2Total
    Cash equivalents:
    Money market funds$245,155 $— $245,155 
    Commercial paper— 8,501 8,501 
    Corporate notes and obligations— 1,479 1,479 
    Marketable securities:
    U.S. treasury securities94,562 — 94,562 
    Commercial paper— 4,592 4,592 
    Corporate notes and obligations— 285,929 285,929 
    Total$339,717 $300,501 $640,218 
    December 31, 2024
    Level 1Level 2Total
    Cash equivalents:
    Money market funds$384,648 $— $384,648 
    Corporate notes and obligations— 524 524 
    Marketable securities:
    U.S. treasury securities127,045 — 127,045 
    Commercial paper— 18,433 18,433 
    Corporate notes and obligations— 238,237 238,237 
    Total$511,693 $257,194 $768,887 
    5.BUSINESS COMBINATIONS
    Novorender
    On January 28, 2025, the Company completed the acquisition of all outstanding equity of Novorender AS (“Novorender”), a Norway-based leader in advanced building informational modeling rendering technology, to enhance Procore’s capabilities for large-scale construction projects. The purchase price was $44.3 million in total cash consideration. Of the consideration transferred, $43.2 million was considered purchase consideration. $1.1 million of the cash consideration relates to the acceleration of options vesting for certain Novorender option holders, and was excluded from purchase consideration and recorded to compensation expense in the accompanying condensed consolidated statements of operations and comprehensive loss on the acquisition date. On the acquisition date, $5.0 million in cash was placed in an escrow account held by a third-party escrow agent for potential breaches of representations, warranties, and indemnities and is scheduled to be released from escrow to Novorender's stockholders 24 months after the acquisition date (subject to any indemnification claims).

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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    The preliminary purchase consideration was allocated to the following assets and liabilities at the acquisition date (in thousands):
    Fair ValueUseful Life
    Assets acquired
    Cash and cash equivalents$1,931 
    Accounts receivable272 
    Prepaid expenses and other current assets379 
    Other non-current assets2 
    Developed technology intangible asset19,100 7 years
    Customer relationships intangible asset4,900 10 years
    Goodwill23,706 
    Total assets acquired$50,290 
    Liabilities assumed
    Accounts payable(250)
    Deferred revenue, current(590)
    Other current liabilities(214)
    Accrued expenses(1,687)
    Net deferred tax liabilities(4,366)
    Total liabilities assumed$(7,107)
    Net assets acquired$43,183 
    Developed technology intangible asset represents the fair value of Novorender’s technology, which was valued considering both the cost to rebuild and relief from royalty methods. Key assumptions under the cost to rebuild method include the estimated level of effort and related costs of reproducing or replacing the acquired technology. Key assumptions under the relief from royalty method include forecasted revenue to be generated from the developed technology, an estimated royalty rate applicable to the technology, and a discount rate. Developed technology is amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the technology are consumed, over its estimated useful life of seven years. The amortization expense is recorded in cost of revenue in the accompanying condensed consolidated statements of operations and comprehensive loss.
    Customer relationships represent the fair value of the underlying relationships with Novorender’s existing customers, which were valued using the excess earnings method. Key assumptions under the excess earnings method include estimated future revenues, costs, cash flows, and a discount rate. The customer relationship intangible asset is amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the customer relationships are consumed, over its estimated useful life of 10 years. The amortization expense is recorded in sales and marketing expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.
    The $23.7 million goodwill balance is primarily attributable to synergies and expanded market opportunities that are expected to be achieved from the integration of Novorender with the Company’s offerings and assembled workforce. Goodwill is not deductible for income taxes purposes.
    The measurement period for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes available, but does not exceed 12 months. The purchase price allocation is subject to future adjustments, including as a result of finalizing the closing net working capital.
    The Company issued 55,956 service-based restricted stock units (“RSUs”) at a grant date fair value of $76.30 per share in order to retain certain employees of Novorender. The total grant date fair value of the RSUs was excluded from purchase consideration and is recognized as post-combination expense. See Note 10 to
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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    these condensed consolidated financial statements for details on how the Company expenses stock-based compensation.
    To retain certain Novorender employees, the Company held back $6.7 million of the cash purchase price, which will vest based on continued employment over a two-year period. $1.9 million will be paid 12 months after the acquisition date, and the remaining $4.8 million will be paid 24 months after the acquisition date. The cash holdback amount is excluded from the purchase consideration and will be recorded as post-combination compensation expense over the service period on a straight-line basis.
    The Company has not separately presented pro forma results reflecting the acquisition of Novorender or revenue and operating losses of Novorender for the period from the acquisition date through March 31, 2025, as the impacts were not material to the condensed consolidated financial statements. The acquisition-related transaction costs were not material and were expensed as incurred in the accompanying condensed consolidated statements of operations and comprehensive loss.
    6.LEASES
    The Company has primarily entered into lease arrangements for office space, in addition to other miscellaneous equipment. The Company’s leases have initial non-cancelable lease terms ranging from one to 10 years. Some of the Company’s leases include an option for it to extend the term of the lease for up to 14 years.
    During the three months ended March 31, 2025, the Company modified one of its office leases in Carpinteria, California to reduce the leased premises and waive the intent to exercise a 10-year renewal option, resulting in a reclassification from a financing lease to an operating lease. In addition, the Company modified its office leases in Austin, Texas to adjust the rent obligations, expand the leased premises, and extend the lease terms, which resulted in an increase of $22.0 million in future rent commitments, net of tenant improvement reimbursement, from 2025 through 2038. In April 2025, the Company further modified its office leases in Austin, Texas to expand the leased premises on favorable terms, which resulted in an additional $17.4 million in future rent commitments, net of tenant improvement reimbursement, from April 2025 through 2038. Total operating lease commencements and modifications during the period resulted in net increases to right of use assets–operating leases and corresponding operating lease liabilities on the accompanying condensed consolidated balance sheets of $4.5 million and $6.4 million, respectively, which primarily relate to the modified leases in Texas.
    Supplemental information related to leases is as follows (in thousands):
    March 31, 2025December 31, 2024
    Operating Leases
    Operating right of use assets$31,758 $28,790 
    Amount included within other current liabilities
    5,479 3,746 
    Operating lease liabilities, non-current36,599 32,697 
    Total operating lease liabilities$42,078 $36,443 
    Finance Leases
    Finance right of use assets$20,972 $31,727 
    Amount included within other current liabilities
    1,671 2,228 
    Finance lease liabilities, non-current27,903 41,352 
    Total finance lease liabilities$29,574 $43,580 

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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    March 31, 2025December 31, 2024
    Weighted-average remaining lease term (in years)
    Finance leases12.012.2
    Operating leases10.18.9
    Weighted-average discount rate
    Finance leases3.81 %4.21 %
    Operating leases6.02 %6.10 %
    Maturities of lease payments, net of tenant improvement reimbursement, for leases where the lease commencement date commenced on or prior to March 31, 2025 are as follows (in thousands):
    Period Ended December 31,
    Operating
    Finance
    Total
    2025(1)
    $(2,749)$2,076 $(673)
    20265,312 2,817 8,129 
    20273,507 2,804 6,311 
    20286,419 2,869 9,288 
    20294,768 2,956 7,724 
    20304,866 3,045 7,911 
    Thereafter43,810 20,697 64,507 
    Total lease payments, net of tenant improvement reimbursement$65,933 $37,264 $103,197 
    Less imputed interest(23,855)(7,690)(31,545)
    Total$42,078 $29,574 $71,652 
    (1) For the nine months from April 1, 2025 through December 31, 2025.
    7.INTANGIBLE ASSETS AND GOODWILL
    Intangible assets
    During the three months ended March 31, 2025, the Company completed the acquisition of Novorender, which was accounted for as a business combination, as described above in Note 5. The Company also acquired another developed technology for $4.9 million, which was accounted for as an asset acquisition with an estimated useful life of four years, and the amortization expense is recorded in cost of revenue on the accompanying condensed consolidated statements of operations and comprehensive loss.
    The Company’s finite-lived and indefinite-lived intangible assets are summarized as follows (in thousands):
    March 31, 2025
    Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted-Average Remaining Useful Life (Years)
    Developed technology$212,353 $(103,449)$108,904 4.3
    Customer relationships75,950 (46,989)28,961 5.8
    Total finite-lived intangible assets
    $288,303 $(150,438)$137,865 4.6
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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)

    December 31, 2024
    Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted-Average Remaining Useful Life (Years)
    Developed technology$185,947 $(95,216)$90,731 4.0
    Customer relationships71,050 (43,683)27,367 4.9
    Total finite-lived intangible assets
    256,997 (138,899)118,098 4.2
    In-process research and development2,848 — 2,848 
    Total intangible assets$259,845 $(138,899)$120,946 
    The Company's in-process research and development (“IPR&D”) intangible asset, which was acquired in 2023, was considered indefinite-lived and assessed annually for impairment. During the three months ended March 31, 2025, the Company completed the development of the IPR&D intangible asset and reclassified it as a finite-lived intangible asset, which started to be amortized over its estimated useful life of two years.
    The Company estimates that there is no significant residual value related to its finite-lived intangible assets. Amortization expense recorded on the Company’s finite-lived intangible assets is summarized as follows (in thousands):
    Three Months Ended March 31,
    20252024
    Cost of revenue$7,602 $5,885 
    Sales and marketing3,305 3,106 
    Research and development632 675 
    Total amortization of acquired intangible assets$11,539 $9,666 
    Goodwill
    The following table presents the changes in carrying amount of goodwill during the three months ended March 31, 2025 (in thousands):
    Beginning balance$549,651 
    Additions23,706 
    Other adjustments, net(1)
    26 
    Ending balance$573,383 
    (1) Includes the effect of foreign currency translation.

    The addition to goodwill was due to the acquisition of Novorender, as disclosed in Note 5 to these condensed consolidated financial statements. There was no impairment of goodwill during the periods presented.
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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    8.ACCRUED EXPENSES
    The following represents the components of accrued expenses contained within the Company’s condensed consolidated balance sheets at the end of each period (in thousands):
    March 31,
    2025
    December 31,
    2024
    Accrued bonuses$12,773 $28,878 
    Accrued commissions14,705 17,885 
    Accrued salary, payroll tax, and employee benefit liabilities35,147 25,210 
    Other accrued expenses14,119 16,767 
    Total accrued expenses$76,744 $88,740 
    9.COMMITMENTS AND CONTINGENCIES
    Purchase commitments
    The Company's purchase commitments relate to non-cancelable multi-year agreements with third parties to purchase goods and services. During the three months ended March 31, 2025, the Company executed an agreement for hosting services for a total commitment of $94.0 million to be paid over the period from March 2025 through February 2028. Outside of this renewal agreement, there were no further material changes to the Company's purchase commitments from those disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
    Litigation
    From time to time, the Company may be subject to various litigation matters arising in the ordinary course of business. However, the Company is not aware of any currently pending legal matters or claims that could have a material adverse effect on its financial position, results of operations, or cash flows should such litigation be resolved unfavorably.
    Indemnifications
    In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of its breach of such agreements, breaches of confidentiality or data protection requirements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses or be covered by the Company’s insurance programs. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable.
    The Company has never paid a material claim, nor has the Company been sued in connection with these indemnification arrangements. To date, the Company has not accrued a liability for these guarantees because the likelihood of incurring a payment obligation, if any, in connection with these guarantees is not probable or reasonably estimable.
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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    10.STOCKHOLDERS' EQUITY
    2021 Equity Incentive Plan
    In May 2021, the Company’s board of directors (the “Board”) adopted, and the stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”) with the purpose of granting stock-based awards, including stock options, stock appreciation rights, restricted stock awards (“RSAs”), RSUs, PSUs, and other forms of awards, to employees, directors, and consultants. As of December 31, 2024, a total of 51,863,260 shares of common stock were authorized for issuance under the 2021 Plan. The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to either (i) 5% of the total number of shares of the Company’s common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (ii) a lesser number of shares determined by the Board prior to the applicable January 1. Accordingly, on January 1, 2025, the number of shares of common stock that may be issued under the 2021 Plan increased by an additional 7,492,656 shares. As a result, as of March 31, 2025, a total of 59,355,916 shares of common stock are authorized for issuance under the 2021 Plan. As of March 31, 2025, a total of 39,766,423 shares of common stock were available for issuance under the 2021 Plan. No stock options have been issued under the 2021 Plan.
    Stock options
    No stock options were granted during the periods presented.
    The following table summarizes the stock option activity during the three months ended March 31, 2025:
    Number of
    Shares
    Weighted-
    Average
    Exercise Price
    Outstanding at December 31, 20243,152,158$12.29 
    Exercised(149,650)15.72 
    Outstanding at March 31, 20253,002,50812.12 
    Exercisable at March 31, 20253,002,508$12.12 
    As of March 31, 2025, there is no unrecognized stock-based compensation cost for stock options previously granted by the Company.
    Restricted stock units
    Service-based restricted stock units
    In 2018, the Company began issuing RSUs to certain employees, officers, non-employee consultants, and directors. Other than as described below, all of the RSUs granted subsequent to the Company’s initial public offering (“IPO”) vest based solely on continued service, which is generally over four years, on either a quarterly or annual vesting schedule.

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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    The following table summarizes the RSU activity during the three months ended March 31, 2025:
    Number of
    Shares
    Weighted-
    Average Grant
    Date Fair Value
    Outstanding at December 31, 20247,071,443$65.85 
    Granted2,648,93968.31 
    Vested(874,963)62.58 
    Canceled/Forfeited(426,443)65.67 
    Outstanding at March 31, 20258,418,976$66.97 
    As of March 31, 2025, the total unrecognized stock‑based compensation cost for all RSUs outstanding was $538.5 million, which is expected to be recognized over a weighted‑average vesting period of 2.9 years.
    Performance-based restricted stock units
    In 2022, the Company began granting PSUs to certain non-executive employees with vesting terms based on the achievement of certain operating performance goals.
    In March 2025, the Company granted its CEO an aggregate target number of 93,438 PSUs (the “2025 CEO PSUs”) that will vest (if at all) over a three-year period, subject to the achievement of certain financial performance goals and continued service through the applicable vesting date. A target number of 70,078 2025 CEO PSUs (75% of the 2025 CEO PSUs) will become eligible to vest (if at all) based on the attainment level of a revenue performance goal for fiscal year 2025, which was set near the beginning of fiscal year 2025, with a payout range of 0% to 200% of target. A target number of 23,360 2025 CEO PSUs (25% of the 2025 CEO PSUs) will become eligible to vest (if at all) based on the attainment of a non-GAAP operating margin performance goal for fiscal year 2025, which was set near the beginning of fiscal year 2025, with a payout range of 0% to 150% of target. The actual number of 2025 CEO PSUs that become eligible to vest will be determined based on the attainment level of the applicable performance goal, as certified by the Compensation Committee of the Board (the “Compensation Committee”). One-third of the 2025 CEO PSUs that become eligible to vest will vest on February 20, 2026 (or a subsequent quarterly vesting date, to the extent the number of 2025 CEO PSUs eligible to vest have not been certified by such date). The remaining 2025 CEO PSUs that become eligible to vest will vest in substantially equal installments quarterly over the two years following February 20, 2026 (or a subsequent quarterly vesting date, to the extent the number of 2025 CEO PSUs eligible to vest have not been certified by such date).
    In March 2024, the Company granted its CEO an aggregate target number of 46,986 PSUs (the “2024 CEO PSUs”) that would vest (if at all) over a three-year period, subject to the achievement of certain financial performance goals and continued service through the applicable vesting date. A target number of 35,239 2024 CEO PSUs (75% of the 2024 CEO PSUs) were eligible to vest based on the attainment level of a revenue performance goal for fiscal year 2024, which was set near the beginning of fiscal year 2024, with a payout range of 0% to 200% of target. A target number of 11,747 2024 CEO PSUs (25% of the 2024 CEO PSUs) were eligible to vest based on the attainment of a non-GAAP operating margin performance goal for fiscal year 2024, which was set near the beginning of fiscal year 2024, with a payout range of 0% to 150% of target. The actual number of 2024 CEO PSUs that became eligible to vest was determined based on the attainment level of the applicable performance goal, as certified by the Compensation Committee. As of December 31, 2024, the non-GAAP operating margin performance goal was achieved and the revenue performance goal was not achieved, which was certified by the Compensation Committee in February 2025. As a result, one-third of the 2024 CEO PSUs that became eligible to vest vested on February 20, 2025. The remaining 2024 CEO PSUs that became eligible to vest will vest in substantially equal installments quarterly over the two years following February 20, 2025.

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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    The Company recognizes compensation expense for PSUs in the period in which it becomes probable that the underlying performance target will be achieved. Compensation expense for awards that contain performance conditions is calculated using the graded vesting method and the portion of expense recognized in any period may fluctuate depending on changing estimates of the achievement of the performance conditions.
    The following table summarizes the PSU activity during the three months ended March 31, 2025:
    Number of
    Shares
    Weighted-
    Average Grant
    Date Fair Value
    Outstanding at December 31, 2024155,791$67.63 
    Granted (1)
    93,43866.80 
    Vested(8,016)76.64 
    Canceled/Forfeited(86,406)64.68 
    Outstanding at March 31, 2025154,807$68.31 
    (1) This represents awards granted at 100% attainment of the performance conditions.
    As of March 31, 2025, the total unrecognized stock‑based compensation cost for all PSUs outstanding was $8.1 million, which is expected to be recognized over a weighted‑average vesting period of 1.3 years.
    Employee Stock Purchase Plan
    In May 2021, the Board adopted, and the stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately prior to the effective date of the Company’s IPO. As of December 31, 2024, a total of 6,780,128 shares of common stock had been reserved for issuance under the ESPP. The number of shares of the Company’s common stock reserved for issuance under the ESPP automatically increases on January 1 of each year for a period of 10 years, beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year; and (ii) 3,900,000 shares, except before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Accordingly, on January 1, 2025, the number of shares of common stock reserved under the ESPP increased by an additional 1,498,531 shares.
    The offering periods are scheduled to start in May and November of each year. The ESPP provides for consecutive offering periods that will typically have a duration of 12 months in length and comprise two purchase periods of six months in length, subject to reset and rollover provisions.
    The ESPP provides eligible employees with an opportunity to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their eligible compensation, subject to a maximum of $25,000 of stock per calendar year. A participant may purchase a maximum of 2,500 shares of common stock during a purchase period. Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each six-month purchase period. The purchase price of the shares will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the related offering period. However, in the event the fair value of the common stock on the purchase date is lower than the fair value on the first trading day of the offering period, the offering period is terminated immediately following the purchase and a new offering period begins the following day. Participants may end their participation at any time prior to the last 15 days of a purchase period and will be repaid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment.

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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    Employee payroll contributions accrued in connection with the ESPP were $12.2 million and $5.4 million as of March 31, 2025 and December 31, 2024, respectively, and are included within accrued expenses on the accompanying condensed consolidated balance sheets. Employee payroll contributions ultimately used to purchase shares will be reclassified to stockholders’ equity on the purchase date. Stock-based compensation expense related to the ESPP is recognized on a straight-line basis over the offering period. During the three months ended March 31, 2025 and 2024, the Company recognized stock-based compensation expense of $2.8 million and $2.4 million, respectively, in connection with the ESPP.
    As of March 31, 2025, unrecognized stock-based compensation expense related to the ESPP was $4.1 million, which is expected to be recognized over a weighted-average period of 0.3 years.
    Stock repurchase program
    In October 2024, the Board authorized a stock repurchase program to repurchase up to $300.0 million of the Company’s outstanding common stock. Repurchases may be effected from time to time either on the open market (including via pre-set trading plans) or through other transactions, in accordance with applicable securities laws. The timing of stock repurchases and the actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities, and will be subject to the discretion of the Company’s management within its authorization. The stock repurchase program does not obligate the Company to acquire any particular number of shares of the Company’s common stock, or any shares at all. The stock repurchase program expires on October 29, 2025, and may be suspended or discontinued at any time at the Company's discretion and without notice.
    During the three months ended March 31, 2025, the Company repurchased and retired a total of 1,450,591 shares of the Company’s common stock at a weighted average per share price of $68.96 for an aggregate amount of $100.0 million, which includes the transaction costs associated with the repurchases but excludes the 1% excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022.
    Stock-based compensation
    The Company recorded total stock-based compensation cost from stock options, RSUs, PSUs, RSAs, and the ESPP as follows (in thousands):
    Three Months Ended March 31,
    20252024
    Cost of revenue$2,752 $1,810 
    Sales and marketing14,834 12,915 
    Research and development18,372 13,726 
    General and administrative12,321 11,681 
    Total stock-based compensation expense$48,279 $40,132 
    Stock-based compensation capitalized for software development and cloud-computing arrangement implementation costs4,123 2,458 
    Total stock-based compensation cost$52,402 $42,590 
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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    11.INCOME TAXES
    For the three months ended March 31, 2025 and 2024, income tax (benefits) expenses recorded by the Company were $5.3 million and $0.3 million, respectively. As of March 31, 2025, the Company maintained a full valuation allowance on its U.S. federal and state net deferred tax assets as it was more likely than not that those deferred tax assets would not be realized.
    In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income or loss, adjusted for discrete items, if any, arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% primarily as a result of state taxes, foreign taxes, and changes in the Company’s valuation allowance.
    12.NET LOSS PER SHARE
    Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
    As the Company has reported net losses attributable to common stockholders for all periods presented, all potentially dilutive securities are anti-dilutive and accordingly, basic net loss per share attributable to common stockholders equals diluted net loss per share attributable to common stockholders.
    The following weighted-average potentially dilutive shares are excluded from the calculation of diluted earnings per share as they are anti-dilutive:
    Three Months Ended March 31,
    20252024
    RSUs and PSUs subject to future vesting6,944,6097,137,049
    Shares issuable pursuant to the ESPP589,773332,955
    Shares of common stock issuable from stock options3,086,1314,118,370
    Total10,620,51311,588,374
    13.GEOGRAPHIC INFORMATION
    The following table sets forth the Company’s revenues by geographic region, which is determined based on the billing location of the customer (in thousands):
    Three Months Ended March 31,
    20252024
    Revenue by geographic region:
    U.S.$264,597 $230,433 
    Rest of the world46,035 38,995 
    Total revenue$310,632 $269,428 
    Percentage of revenue by geographic region:
    U.S.85 %86 %
    Rest of the world15 %14 %
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    Procore Technologies, Inc.
    Notes to Condensed Consolidated Financial Statements (unaudited)
    14.RESTRUCTURING
    In January 2024, the Company executed a reduction of 4% of its global workforce as part of its ongoing evaluation of its operations to ensure alignment of its workforce with, and to enable greater investment in, key growth opportunities. The reduction in force was completed by March 31, 2024.
    The following table summarizes the severance and other benefit costs incurred during the three months ended March 31, 2024 by line item within the condensed consolidated statement of operations and comprehensive loss (in thousands) related to this restructuring event:
    Cost of revenue$318 
    Sales and marketing1,298 
    Research and development1,750 
    General and administrative819 
    Total restructuring-related costs$4,185 
    As of March 31, 2025, there was no liability remaining for restructuring-related costs.
    15.SUBSEQUENT EVENTS
    On April 28th, 2025, the Company signed an amendment to its Austin, Texas office leases, as disclosed in Note 6 of these condensed consolidated financial statements.
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    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
    You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K. You should review the disclosures under the section titled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and under Part I, Item 1A, “Risk Factors” in our 2024 Form 10-K for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. These statements, like all statements in this report, speak only as of their date (unless another date is indicated), and we undertake no obligation to update or revise these statements in light of future developments, except as required by law.
    Overview
    Our mission is to connect everyone in construction on a global platform.
    We are the leading global provider of cloud-based construction management software, and are helping transform one of the oldest, largest, and least digitized industries in the world. We focus exclusively on connecting and empowering the construction industry’s key stakeholders, such as owners, general contractors, and specialty contractors, to collaborate and access our capabilities from any location, on any internet-connected device. Our platform is modernizing and digitizing construction management by enabling timely access to critical project information, simplifying complex workflows, and facilitating seamless communication among relevant stakeholders, all of which we believe positions us to serve as the system of record for the construction industry. We are also continuing to develop other programs and services to address related challenges faced by the construction industry’s key stakeholders. Adoption of our products, services, and platform helps our customers increase productivity and efficiency, reduce rework and costly delays, improve safety and compliance, and enhance financial transparency and accountability.
    In short, we build the software for the people that build the world.
    Our customers range from small businesses managing a few million dollars of annual construction volume to global enterprises managing billions of dollars of annual construction volume. Our core customers are owners, general contractors, and specialty contractors operating across the residential, and non-residential segments of the construction industry. We primarily sell subscriptions to access our products through our direct sales team, which is specialized by geography, followed by size and type of stakeholder.
    Our products are offered on our cloud-based platform and are designed to be easy to configure and deploy. Our users can access our products on computers, smartphones, and tablets through any web browser or from our mobile application available for both the iOS and Android platforms.
    We generate substantially all of our revenue from subscriptions to access our products. We primarily sell our products on a subscription basis for a fixed fee with pricing generally based on the number and mix of products a customer subscribes to and the fixed aggregate dollar volume of construction work contracted to run on our platform annually, which we refer to as annual construction volume. As our customers subscribe to additional products or increase the annual construction volume contracted to run on our platform, we generate more revenue. We do not provide refunds for unused construction volume, or charge customers based on consumption or on a per-project basis. Our business model is designed to encourage rapid, widespread adoption of our products by generally allowing for unlimited users, meaning we generally do not charge a per-seat or per-user fee. Customers can, and often do, invite all project participants, including owners, general contractors, specialty contractors, architects, and engineers, to engage with our platform as part of a project team without incurring additional fees. These collaborators engage with our platform for the duration of their involvement in a project, but do not pay us for such use. However, multiple participants can be customers on the same project, which allows each of them to retain access to project information for the duration of their subscription and allows us to receive revenue from multiple customers on the same project.

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    Certain Factors Affecting Our Performance
    Acquiring New Customers and Retaining and Expanding Existing Customers’ Use of Our Platform
    We believe that the market for our platform is large, and we are highly focused on our long-term growth. Our ability to generate revenue, continue to grow our business, and serve the broader needs of the construction industry depends on our ability to efficiently acquire new customers, retain existing customers and expand their use of our products, services, and platform, and maintain or increase the pricing of our products and services. We drive new customer acquisitions by investing across our sales and marketing engine to engage prospective customers, increase brand awareness, and drive adoption of our products, services, and platform. We drive retention of existing customers and expansion of their use of our products, services, and platform by focusing on our customers’ success.
    To support these efforts, in July 2024 we began to evolve our GTM operating model by, among other things, transitioning to a general manager model, with general managers for our North America, Europe, Asia-Pacific, and Middle East regions and our public sector business, each of whom is empowered to assess and deploy the appropriate strategies and tactics for customers within their respective regions. We have also added new product and technical specialists to our GTM teams, who we believe can add value for our customers by matching the evolving needs of our customers’ diverse buyer personas with our products and services, and helping our customers understand and implement the full potential of our platform. Evolving our GTM operating model involves new investment, particularly as we increase our sales headcount, ramp and invest in additional enablement for our sales teams, and add the new specialists to our teams. We believe that these investments will allow us to build stronger and deeper customer relationships and improve our operating efficiency over time which, in turn, will result in better customer experiences and provide additional value to our customers, some of whom continue to face macroeconomic and other pressures that have negatively impacted their spending decisions. We have seen and anticipate continuing to see some disruptions and adverse impacts to our financial and operating results in the near-term as we invest in and implement the evolved GTM operating model. Over the longer term, if we fail to successfully implement, or realize the benefits of, our evolved GTM operating model, or otherwise fail to acquire new customers, retain existing customers, or expand existing customers’ use of our products, services, and platform, our business, financial condition, results of operations, and prospects will be adversely affected, potentially materially. Notwithstanding these risks, we believe that implementing the evolved GTM operating model will improve our long-term operating efficiency, best position us for sustainable long-term growth, and enhance our ability to capture our large market opportunity.

    Despite macroeconomic challenges, we have seen an increase in the number of customers that contributed more than $100,000 of annual recurring revenue ("ARR"), which increased from 2,119 as of March 31, 2024 to 2,418 as of March 31, 2025, reflecting a year-over-year growth rate of 14%. The number of customers on our platform has increased from 16,598 as of March 31, 2024 to 17,306 as of March 31, 2025, reflecting a year-over-year growth rate of 4%. All aforementioned customer counts exclude customers acquired from business combinations that do not have standard Procore annual contracts.
    In addition, our gross retention rate (“GRR”) was 95% as of both March 31, 2025 and March 31, 2024. Our GRR reflects only customer losses and does not reflect customer expansion or contraction. We believe our high GRR demonstrates that we serve a vital role in our customers’ operations, as the vast majority of our customers continue to use our products and platform and to renew their subscriptions. We believe that GRR is a key metric to understand our ability to retain our customer base, to evaluate whether our products and platform are addressing our customers’ needs throughout the year.
    To calculate GRR at the end of a particular period, we first calculate our ARR from the cohort of active customers at the end of the period 12 months prior to the end of the period selected. We define ARR at the end of a particular period as the annualized dollar value of our subscriptions from customers as of such period end date. For multi-year subscriptions, ARR at the end of a particular period is measured by using the stated contractual subscription fees as of the period end date on which ARR is measured. For example, if ARR is measured during the first year of a multi-year contract, the first-year subscription fees are used to calculate ARR. ARR at the end of a particular period includes the annualized dollar value of subscriptions for which the term has not ended, and subscriptions for which we are negotiating a subscription renewal. ARR should be viewed independently of revenue determined in accordance with accounting principles generally accepted in the U.S. (“GAAP” or “U.S. GAAP”) and does not represent our U.S. GAAP revenue on an annualized basis. ARR is not intended to be a replacement or forecast of revenue. We then calculate the value of ARR from any customers whose subscriptions terminated and were not renewed during the 12 months preceding the end of
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    the period selected, which we refer to as cancellations. We then divide (a) the total prior period ARR minus cancellations by (b) the total prior period ARR to calculate GRR.
    Remaining Performance Obligations
    Our subscriptions typically have a term of one to three years. The transaction price allocated to remaining performance obligations (“RPO”) under our subscriptions represents the contracted transaction price that has not yet been recognized as revenue, which includes deferred revenue and amounts under non-cancelable subscriptions that will be invoiced and recognized as revenue in future periods. Our current RPO (“cRPO”) represents future revenue under existing contracts that is expected to be recognized as revenue in the next 12 months.
    The following table presents our cRPO and non-current RPO at the end of each period:
    March 31,Change
    20252024DollarPercent
    (dollars in thousands)
    Remaining performance obligations
    Current$842,558 $704,656 $137,902 20 %
    Non-current447,707 302,159 145,548 48 %
    Total remaining performance obligations$1,290,265 $1,006,815 $283,450 28 %
    We believe that cRPO is a key metric to track our ability to win fixed revenue commitments from new customers and to expand and retain existing customers. As of March 31, 2025, cRPO increased by $137.9 million, or 20%, year-over-year. Approximately 33% of the increase was attributable to existing customers and 67% was attributable to new customers acquired during the twelve months ended March 31, 2025. We expect RPO to change from period to period primarily due to the size, timing, and duration of new customer contracts and customer renewals.
    Continued Technology Innovation and Strategic Expansion of Our Products and Services
    We plan to continue to invest in technology innovation and product development to enhance the capabilities of our platform. Additional features and products will also enable customers and collaborators to manage new workflows on our platform and allow us to attract a broader set of stakeholders. We have introduced and continue to develop new products and services organically and through our acquisitions.
    We intend to continue to invest in building additional products, services, offerings, features, and functionality that expand our capabilities and facilitate the extension of our platform. For example, in January 2025, we acquired Novorender AS, a 3D viewer and building information modeling platform; in May 2024, we acquired Intelliwave Technologies Inc., a construction materials management company that enhances our Resource Management solution; and in September 2023, we launched Procore Pay, a payment solution that handles all aspects of the payment processes between general contractors and subcontractors. We also intend to continue to evaluate strategic acquisitions and investments in businesses and technologies to drive product and market expansion. While the impact of these developments, including Procore Pay, are not yet material to our business, our future success is dependent on our ability to successfully develop or acquire, market, and sell existing and new products and services to both new and existing customers.

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    International Growth
    We see international expansion as a major, and largely greenfield, opportunity for growth as we look to capture a larger part of the worldwide construction market. We have an international sales and marketing presence with offices in Sydney, Australia; Toronto, Canada; London, England; Dublin, Ireland; and Dubai, United Arab Emirates (“UAE”). As a result of our international efforts, we support multiple languages and currencies. Non-U.S. revenue as a percentage of our total revenue was 15% and 14% for the three months ended March 31, 2025 and 2024, respectively. We determine the percentage of non-U.S. revenue based on the billing location of each customer. Fluctuations in foreign currencies may positively or negatively impact the amount of revenue that we report for our foreign subsidiaries upon the translation of these amounts into U.S. Dollars.
    Furthermore, we believe global demand for our products, services, and platform will continue to increase as we expand our international sales and marketing efforts, and the awareness of our products, services, and platform grows. However, our ability to conduct our operations internationally will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, currencies, cultures, customs, and commercial markets, as well as differing legal, tax, regulatory, and alternative dispute systems. We have made, and plan to continue to make, significant investments in international markets. While these investments may adversely affect our operating results in the near term, we believe they will contribute to our long-term growth.
    Macroeconomic Factors
    Macroeconomic factors and geopolitical events that impact the construction industry, such as elevated inflationary pressures and responses by governments to address it, tariffs and trade wars, higher interest rates than we've seen in recent history, elevated recession risk, volatility in capital markets, bank failures, fluctuations in foreign exchange rates, global pandemics, evolving and potentially conflicting regulatory requirements, and wars and other conflicts may impact our customers’ spending, as well as our operating expenses and cash flows. We believe that macroeconomic factors and uncertainty have resulted in cautious customer spending and increased customer pricing sensitivity, contributing to the decline in our cRPO annual growth rate, among other impacts. However, as these and other factors - including tariff policies - evolve, we continue to monitor the ways in which they may directly or indirectly impact our business, results of operations, and financial condition. See the section titled “Risk Factors” in Part I, Item 1A, of our 2024 Form 10-K for further discussion.
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    Components of Results of Operations
    Revenue
    We generate substantially all of our revenue from subscriptions to access our products and related support. Subscriptions are sold for a fixed fee and revenue is recognized ratably over the term of the subscription. Our subscriptions generally have annual or multi-year terms, are typically subject to renewal at the end of the subscription term, and are non-cancelable. To the extent we invoice our customers in advance of revenue recognition, we record deferred revenue. Consequently, a portion of the revenue that we report each period is attributable to the recognition of revenue previously deferred related to subscriptions that we entered into during previous periods.
    Cost of Revenue
    Cost of revenue primarily consists of personnel-related compensation expenses for our customer support team, including salaries, benefits, stock-based compensation, payroll taxes, commissions, and bonuses. Additionally, cost of revenue includes non-personnel-related expenses, such as third-party hosting costs, amortization of capitalized software development costs related to our platform, amortization of acquired technology intangible assets, software license fees, and allocated overhead. We expect our cost of revenue to increase on an absolute dollar basis as our revenue and acquisition activities increase. We intend to continue to invest additional resources in platform hosting, customer support, and software development as we grow our business, evolve our GTM operating model, and ensure that our customers are realizing the full benefit of our products. The level and timing of investment in these areas could affect our cost of revenue in the future.
    Costs related to the development of internal-use software for new products and major platform enhancements are capitalized until the software is substantially complete and ready for its intended use. Capitalized software development costs are amortized on a straight-line basis over the developed software’s estimated useful life of two years and the amortization is recorded in cost of revenue.
    Operating Expenses
    Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. For each of these categories of expense, personnel-related compensation expenses are the most significant component, which include salaries, stock-based compensation, commissions, benefits, payroll taxes, and bonuses.
    Sales and Marketing
    Sales and marketing expenses primarily consist of personnel-related compensation expenses for our sales and marketing organizations. Additionally, sales and marketing expenses include non-personnel-related expenses, such as advertising costs, marketing events, travel, trade shows, and other marketing activities; contractor costs to supplement our staff levels; consulting services; amortization of acquired customer relationship intangible assets; and allocated overhead. We expense advertising and other promotional expenditures as incurred. We expect sales and marketing expenses to increase on an absolute dollar basis and vary from period to period as a percentage of revenue, as our business continues to grow, as we evolve our GTM operating model, and as we increase our investment in sales and marketing to drive customer growth.
    Research and Development
    Research and development expenses primarily consist of personnel-related compensation expenses for our engineering, product, and design teams, net of capitalized software development costs. Additionally, research and development expenses include non-personnel-related expenses, such as contractor costs to supplement our staff levels; computer software expenses; consulting services; amortization of certain acquired intangible assets used in research and development activities; and allocated overhead. We expect research and development expenses to increase on an absolute dollar basis and vary from period to period as a percentage of revenue for the foreseeable future as we continue to build, enhance, maintain, and scale our products, services, and platform.

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    General and Administrative
    General and administrative expenses primarily consist of personnel-related compensation expenses for our information technology, human resources, finance, legal, executive, and other administrative functions. Additionally, general and administrative expenses include non-personnel-related expenses, such as professional fees for audit, legal, tax, and other external consulting services; computer software expenses; costs associated with operating as a public company, including insurance costs, professional services, investor relations, and other compliance costs; property and use taxes; licenses; travel and entertainment costs; acquisition-related transaction expenses; and allocated overhead. We expect general and administrative expenses to increase on an absolute dollar basis and vary from period to period as a percentage of revenue, as our business continues to grow, including in relation to our international expansion.
    Interest Income
    Interest income consists primarily of interest income earned on our marketable securities, money market funds, and cash savings accounts.
    Interest Expense
    Interest expense consists primarily of costs associated with our finance leases.
    Accretion Income, Net
    Accretion income, net consists of accretion of discounts, net of amortization of premiums, related to our available-for-sale marketable debt securities.
    Other Income (Expense), Net
    Other expense, net primarily consists of gains or losses on foreign currency transactions, unrealized gains or losses on equity securities, and miscellaneous other income and expenses.
    Provision for Income Taxes
    Provision for income taxes consists primarily of income taxes of U.S. state franchise taxes and certain foreign jurisdictions in which we conduct business. As we expand our international operations, we expect to incur increased foreign tax expenses. We have a full valuation allowance for net U.S. deferred tax assets. The U.S. valuation allowance primarily includes net operating loss carryforwards and tax credits related primarily to research and development for our operations in the U.S. We expect to maintain this full valuation allowance for our net U.S. deferred tax assets for the foreseeable future.
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    Results of Operations
    The following tables set forth our condensed consolidated statements of operations data and such data as a percentage of revenue for each of the periods indicated. Certain percentages below may not sum due to rounding.
    Three Months Ended March 31,
    20252024
    (in thousands)
    Revenue$310,632 $269,428 
    Cost of revenue(1)(2)(3)
    64,926 45,723 
    Gross profit245,706 223,705 
    Operating expenses
    Sales and marketing(1)(2)(3)(4)
    138,684 120,994 
    Research and development(1)(2)(3)(4)
    87,609 70,599 
    General and administrative(1)(3)(4)
    55,658 51,018 
    Total operating expenses281,951 242,611 
    Loss from operations(36,245)(18,906)
    Interest income5,997 5,938 
    Interest expense(285)(479)
    Accretion income, net2,447 3,088 
    Other income (expense), net391 (344)
    Loss before provision for income taxes(27,695)(10,703)
    Provision for income taxes5,294 263 
    Net loss$(32,989)$(10,966)
    Three Months Ended March 31,
    20252024
    (in thousands)
    Revenue100 %100 %
    Cost of revenue(1)(2)(3)
    21 %17 %
    Gross profit79 %83 %
    Operating expenses
    Sales and marketing(1)(2)(3)(4)
    45 %45 %
    Research and development(1)(2)(3)(4)
    28 %26 %
    General and administrative(1)(3)(4)
    18 %19 %
    Total operating expenses91 %90 %
    Loss from operations(12 %)(7 %)
    Interest income2 %2 %
    Interest expense0 %0 %
    Accretion income, net1 %1 %
    Other income (expense), net0 %0 %
    Loss before provision for income taxes(9 %)(4 %)
    Provision for income taxes2 %0 %
    Net loss(11 %)(4 %)

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    (1)Includes stock-based compensation expense and amortization of capitalized stock-based compensation as follows:
    Three Months Ended March 31,
    20252024
    (in thousands)
    Cost of revenue$5,268 $3,185 
    Sales and marketing14,950 13,020 
    Research and development18,424 13,735 
    General and administrative12,382 11,729 
    Total stock-based compensation expense*$51,024 $41,669 
    *Includes amortization of capitalized stock-based compensation of $2.7 million and $1.5 million, respectively, for the three months ended March 31, 2025 and 2024 which was initially capitalized as capitalized software and cloud-computing arrangement implementation costs.
    (2)Includes amortization of acquired intangible assets as follows:
    Three Months Ended March 31,
    20252024
    (in thousands)
    Cost of revenue$7,602 $5,885 
    Sales and marketing3,305 3,106 
    Research and development632 675 
    Total amortization of acquired intangible assets$11,539 $9,666 
    (3)Includes employer payroll tax on employee stock transactions as follows:
    Three Months Ended March 31,
    20252024
    (in thousands)
    Cost of revenue$261 $212 
    Sales and marketing1,131 1,264 
    Research and development1,726 1,668 
    General and administrative883 1,045 
    Total employer payroll tax on employee stock transactions$4,001 $4,189 
    (4)Includes acquisition-related expenses as follows:
    Three Months Ended March 31,
    20252024
    (in thousands)
    Sales and marketing$656 $448 
    Research and development1,049 — 
    General and administrative$375 $— 
    Total acquisition-related expenses$2,080 $448 

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    Comparison of the Three Months Ended March 31, 2025 and 2024
    Revenue
    Three Months Ended March 31,Change
    20252024DollarPercent
    (dollars in thousands)
    Revenue$310,632 $269,428 $41,204 15 %
    During the three months ended March 31, 2025, our revenue increased by $41.2 million, or 15%, compared to the three months ended March 31, 2024, of which approximately 83% was attributable to revenue from existing customers and approximately 17% was attributable to revenue from new customers acquired during the three months ended March 31, 2025. The increase in revenue from existing customers includes the net benefit of a full quarter of subscription revenue in the first quarter of 2025 from customers that were newly acquired or expanded their subscriptions between the beginning of the first quarter of 2024 and the end of the fourth quarter of 2024 and continued or expanded their subscriptions, as applicable, in the first quarter of 2025.
    Cost of Revenue, Gross Profit, and Gross Margin
    Three Months Ended March 31,Change
    20252024DollarPercent
    (dollars in thousands)
    Cost of revenue$64,926 $45,723 $19,203 42 %
    Gross profit245,706 223,705 22,001 10 %
    Gross margin79 %83 %
    The increase in cost of revenue during the three months ended March 31, 2025 was primarily attributable to an increase of $8.1 million in personnel-related expenses, including increases of $7.1 million in salaries and wages and $0.9 million in stock-based compensation expense. The increase in cost of revenue was also attributable to a $5.4 million increase in amortization of capitalized software development costs; a $4.2 million increase in third-party cloud hosting and related services as we grow our customer base; and a $1.7 million increase in amortization of developed technology intangible assets. We increased our cost of revenue headcount by 22% since March 31, 2024, as we continue to invest additional resources in platform hosting, customer support, implementation, and software development to grow our business, evolve our GTM operating model, and ensure that our customers are realizing the full benefit of our products.

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    Operating Expenses
    Three Months Ended March 31,Change
    20252024DollarPercent
    (dollars in thousands)
    Sales and marketing$138,684 $120,994 $17,690 15 %
    The increase in sales and marketing expenses during the three months ended March 31, 2025 was primarily attributable to an increase of $10.6 million in personnel-related expenses, including increases of $8.8 million in salaries and wages and $1.9 million in stock-based compensation expense. The increase in sales and marketing expenses was also attributable to a $3.9 million increase in professional fees, including increases of $2.2 million for professional service fees and $1.5 million for contractors to supplement our staff levels; a $2.8 million increase in travel-related costs; and a $1.4 million increase in marketing events and expenses. We increased our sales and marketing headcount by 10% since March 31, 2024 to support our GTM operating model.
    Three Months Ended March 31,Change
    20252024DollarPercent
    (dollars in thousands)
    Research and development$87,609 $70,599 $17,010 24 %
    The increase in research and development expenses during the three months ended March 31, 2025 was primarily attributable to an increase of $12.8 million in personnel-related expenses, including increases of $8.1 million in salaries and wages and $4.6 million in stock-based compensation expense. The increase in research and development expenses was also attributable to a $2.8 million increase in professional fees for contractors to supplement our staff levels, and a $1.2 million increase in computer software expenses. We increased our research and development headcount by 55% since March 31, 2024 in order to continue to build, enhance, maintain, and scale our products, services, and platform as part of our global workforce strategy.
    Three Months Ended March 31,Change
    20252024DollarPercent
    (dollars in thousands)
    General and administrative$55,658 $51,018 $4,640 9 %
    The increase in general and administrative expenses during the three months ended March 31, 2025 was primarily due to an increase of $2.0 million in personnel-related expenses, including increases of $1.5 million in salaries and wages and $0.6 million in stock-based compensation expense. The increase in general and administrative expenses was also attributable to a $2.7 million increase in professional fees, including increases of $1.5 million for legal and other professional services and $0.9 million for contractors to supplement our staff levels; and a $1.3 million increase in computer software expenses. The increases in general and administrative expenses were partially offset by a $2.2 million decrease in rent expense, primarily related to modifications of leases in the first quarter of 2025. We decreased our general and administrative headcount by 2% since March 31, 2024, as we continue to focus on operating efficiency.

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    Interest Income, Interest Expense, Accretion Income, Net, Other Income (Expense), Net, and Provision for Income Taxes
    Three Months Ended March 31,Change
    20252024DollarPercent
    (dollars in thousands)
    Interest income$5,997 $5,938 $59 1 %
    Interest expense285 479 (194)(41 %)
    Accretion income, net2,447 3,088 (641)(21 %)
    Other income (expense), net391 (344)735 *
    Provision for income taxes5,294 263 5,031 1,913 %
    *Percentage not meaningful
    During the three months ended March 31, 2025, accretion income, net increased by $0.6 million due to an increase both in our purchases of marketable securities and the balance of our marketable securities portfolio year over year.
    During the three months ended March 31, 2025, provision for income taxes increased by $5.0 million primarily due to a foreign tax on the transfer from Norway to the U.S. of intellectual property acquired from Novorender.

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    Non-GAAP Financial Measures
    In addition to our results determined in accordance with U.S. GAAP, we believe certain non-GAAP measures, as described below, are useful in evaluating our operating performance. We use this non-GAAP financial information, collectively, to evaluate our ongoing operations as well as for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, is helpful to investors because it provides consistency and comparability with past financial performance, and may assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results.
    The non-GAAP financial information is presented for supplemental informational purposes only. Non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP. There are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP, non-GAAP financial measures may be different from similarly-titled non-GAAP measures used by other companies since other companies may calculate such non-GAAP financial measures differently, and non-GAAP financial measures exclude expenses that may have a material impact on our reported financial results. Unlike stock-based compensation expense, employer payroll tax related to employee stock transactions is a cash expense that we will continue to incur in the future. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. Investors should not rely on any single financial measure to evaluate our business.
    Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Expenses, Non-GAAP Income from Operations, and Non-GAAP Operating Margin
    We define these non-GAAP financial measures as the respective GAAP measures, excluding stock-based compensation expense, amortization of acquired intangible assets, employer payroll tax related to employee stock transactions, and acquisition-related expenses. Non-GAAP gross margin is the ratio calculated by dividing non-GAAP gross profit by total revenue. Non-GAAP operating margin is the ratio calculated by dividing non-GAAP income from operations by total revenue.
    Stock-based compensation expense includes the net effects of capitalization and amortization of stock-based compensation expense related to capitalized software and cloud-computing arrangement implementation costs. Stock-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of the compensation provided to our employees. Because of varying available valuation methodologies, subjective assumptions, and the variety of equity instruments that can impact a company’s non-cash expenses, we believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for meaningful comparisons between our operating results from period to period. The expense related to amortization of acquired intangible assets is a non-cash expense and is dependent upon estimates and assumptions, which can vary significantly and are unique to each asset acquired; therefore, we believe that non-GAAP measures that adjust for the amortization of acquired intangible assets provide investors a consistent basis for comparison across accounting periods. The amount of employer payroll tax-related items on employee stock transactions is dependent on restricted stock unit settlements, option exercises, related stock price, and other factors that are beyond our control and that do not correlate to the operation of our business. When evaluating the performance of our business and making operating plans, we do not consider these items (for example, when considering the impact of equity award grants, we place a greater emphasis on overall stockholder dilution than the accounting charges associated with such grants). Since the amount of employer payroll tax-related items on employee stock transactions is highly variable due to factors outside our control, and unrelated to our core operations, operating results, revenue-generating activities, business strategy, industry, or regulatory environment, management does not consider employer payroll tax on employee stock transactions in the evaluation of the business or in making operating plans. Accordingly, we believe this adjustment in arriving at our non-GAAP measures provides investors with a better understanding of the performance of our core business in a manner that is consistent with management’s view of the business. Acquisition-related expenses include external and incremental transaction costs, such as legal and due diligence costs, and retention or other compensation payments. These expenses are unpredictable and generally would not have otherwise been incurred in the
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    periods presented as part of our continuing operations. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related expenses, may not be indicative of such future costs. We believe excluding acquisition-related expenses facilitates the comparison of our financial results to our historical operating results and to other companies in our industry. Overall, we believe it is useful to exclude these expenses in order to better understand the long-term performance of our core business and to facilitate comparison of our results period-over-period and to those of peer companies.
    The following tables present reconciliations of our GAAP financial measures to our non-GAAP financial measures for the periods presented:
    Reconciliation of gross profit and gross margin to non-GAAP gross profit and non-GAAP gross margin:
    Three Months Ended March 31,
    20252024
    (dollars in thousands)
    Revenue$310,632 $269,428 
    Gross profit245,706 223,705 
    Stock-based compensation expense5,268 3,185 
    Amortization of acquired technology intangible assets7,602 5,885 
    Employer payroll tax on employee stock transactions261 212 
    Non-GAAP gross profit$258,837 $232,987 
    Gross margin79 %83 %
    Non-GAAP gross margin83 %86 %

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    Reconciliation of operating expenses to non-GAAP operating expenses:
    Three Months Ended March 31,
    20252024
    (dollars in thousands)
    Revenue$310,632 $269,428 
    GAAP sales and marketing138,684 120,994 
    Stock-based compensation expense(14,950)(13,020)
    Amortization of acquired intangible assets(3,305)(3,106)
    Employer payroll tax on employee stock transactions(1,131)(1,264)
    Acquisition-related expenses(656)(448)
    Non-GAAP sales and marketing$118,642 $103,156 
    GAAP sales and marketing as a percentage of revenue45 %45 %
    Non-GAAP sales and marketing as a percentage of revenue38 %38 %
    GAAP research and development$87,609 $70,599 
    Stock-based compensation expense(18,424)(13,735)
    Amortization of acquired intangible assets(632)(675)
    Employer payroll tax on employee stock transactions(1,726)(1,668)
    Acquisition-related expenses(1,049)— 
    Non-GAAP research and development$65,778 $54,521 
    GAAP research and development as a percentage of revenue28 %26 %
    Non-GAAP research and development as a percentage of revenue21 %20 %
    GAAP general and administrative$55,658 $51,018 
    Stock-based compensation expense(12,382)(11,729)
    Employer payroll tax on employee stock transactions(883)(1,045)
    Acquisition-related expenses(375)— 
    Non-GAAP general and administrative$42,018 $38,244 
    GAAP general and administrative as a percentage of revenue18 %19 %
    Non-GAAP general and administrative as a percentage of revenue14 %14 %
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    Reconciliation of loss from operations and operating margin to non-GAAP income from operations and non-GAAP operating margin:
    Three Months Ended March 31,
    20252024
    (dollars in thousands)
    Revenue$310,632 $269,428 
    Loss from operations(36,245)(18,906)
    Stock-based compensation expense51,024 41,669 
    Amortization of acquired intangible assets11,539 9,666 
    Employer payroll tax on employee stock transactions4,001 4,189 
    Acquisition-related expenses2,080 448 
    Non-GAAP income from operations$32,399 $37,066 
    Operating margin(12 %)(7 %)
    Non-GAAP operating margin10 %14 %
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    Liquidity and Capital Resources
    As of March 31, 2025, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $698.8 million, which were held in money market funds, U.S. treasury securities, corporate notes and obligations, commercial paper, checking accounts, and savings accounts. Our investments in marketable securities are exposed to interest rate risk; however, due to the short-term nature of our investments, we do not anticipate being exposed to material risks due to changes in interest rates.
    As of March 31, 2025, we had outstanding letters of credit on an unsecured basis totaling approximately $6.0 million to secure various leased office facilities in the U.S. and Australia.
    Our cash sources primarily consist of cash generated from sales to our customers, maturities of our marketable securities, proceeds from employees through stock option exercises and our employee stock purchase plan (“ESPP”), and interest income on our marketable securities, money market funds, and savings account balances.
    Our cash requirements are primarily for operating expenses, which include personnel-related costs, purchase obligations primarily for hosting and software license and other services, lease obligations, and capital expenditures for our employees and offices. We also fund investments which help drive our strategic business growth through acquisitions and investments in equity securities and limited partnership funds. In February 2025, we began using cash to fund withholding taxes due upon the vesting of employee RSUs by net share settlement, rather than our previous approach of selling shares of our common stock issued to employees to cover applicable withholding taxes. Starting in March 2025, we also began using our cash to fund repurchases under our stock repurchase program.
    During the three months ended March 31, 2025, we had additional contractual commitments primarily related to our modified office leases in Austin, Texas to adjust the rent obligations, expand the leased premises, and extend the lease terms; and a hosting services renewal agreement resulting in a non-cancellable purchase commitment. In the next 12 months, we have a net tenant improvement reimbursement from operating leases of $9.2 million relating to the modified office leases in Austin, and non-cancellable purchase commitments of $30.0 million. Beyond the next 12 months, we have additional net contractual commitments for operating lease obligations of $31.2 million relating to the modified office leases in Austin, and non-cancellable purchase commitments of $64.0 million. In April 2025, the Company further modified its office leases in Austin, Texas to expand the leased premises on favorable terms, which resulted in an additional $17.4 million in future rent commitments, net of tenant improvement reimbursement, from April 2025 through 2038. There have been no other material changes to our contractual obligations from those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K. We believe our existing cash, cash equivalents, and marketable securities will be sufficient to meet our needs for at least the next 12 months. While we have generated positive cash flows from operations in recent years, we have continued to generate losses from operations, as reflected in our accumulated deficit of $1.3 billion as of March 31, 2025. We may not achieve profitability in the foreseeable future and may require additional capital resources to execute strategic initiatives to grow our business.
    This assessment is a forward-looking statement and involves risks and uncertainties. Our additional future capital requirements will depend on many factors, including our revenue growth rate, new customer acquisition and subscription renewal activity, timing of billing activities, our ability to integrate the companies or technologies we acquire and realize strategic and financial benefits from our investments and acquisitions, other strategic transactions or investments we may enter into, the volume and timing of any stock repurchases under our stock repurchase program, the timing and extent of spending to support further sales and marketing and research and development efforts, general and administrative expenses to support our growth, including international expansion, and inflation. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing to fund these activities. If we are unable to raise additional capital when desired, or on acceptable terms, our business, results of operations, and financial condition could be materially adversely affected.
    As of March 31, 2025, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
    41

    Table of Contents
    The following table summarizes our cash flows for the periods presented:
    Three Months Ended March 31,
    20252024
    (in thousands)
    Net cash provided by operating activities$66,028 $69,145 
    Net cash used in investing activities(63,511)(4,670)
    Net cash (used in) provided by financing activities(126,380)6,676 

    Operating Activities
    Our largest source of cash from operating activities is collections from the sales of subscriptions to our customers. Our primary uses of cash from operating activities are for personnel expenses, marketing expenses, hosting and software license expenses, and overhead.
    Net cash provided by operating activities was $66.0 million during the three months ended March 31, 2025 which resulted from a net loss of $33.0 million, adjusted for non-cash charges of $75.0 million and a net cash inflow of $24.0 million from changes in operating expenses and liabilities. The $24.0 million of net cash inflows provided as a result of changes in our operating assets and liabilities primarily reflected a $86.3 million decrease in accounts receivable primarily due to timing of billings and cash receipts from customers, which was partially offset by the following:
    •a $26.6 million decrease in deferred revenue primarily due to timing of billings and seasonality;
    •a $11.1 million decrease in accounts payable primarily due to timing of cash payments to our vendors;
    •a $9.9 million decrease in accrued expenses and other liabilities primarily due to the size and timing of bonus and commission accruals and payouts, accrued ESPP contributions, payroll, and cash payments to our vendors;
    •a $7.5 million increase in prepaid expenses and other assets primarily due to timing of cash payments to our vendors; and
    •a $6.6 million increase in deferred contract cost assets related to commissions as a result of additional customer contracts closed and a higher capitalization rate during the period.
    Net cash provided by operating activities was $69.1 million during the three months ended March 31, 2024, which resulted from a net loss of $11.0 million, adjusted for non-cash charges of $60.6 million and net cash inflows of $19.5 million from changes in operating assets and liabilities. The $19.5 million of net cash inflows provided as a result of changes in our operating assets and liabilities primarily reflected the following:
    •a $68.0 million decrease in accounts receivable primarily due to timing of billings and cash receipts from customers; and
    •a $3.2 million increase in accounts payable primarily due to timing of cash payments to our vendors.
    These changes in our operating assets and liabilities were partially offset by the following:
    •a $34.2 million decrease in accrued expenses and other liabilities primarily due to the size and timing of bonus and commission accruals and payouts, accrued ESPP contributions, payroll, and cash payments to our vendors;
    •a $14.1 million decrease in deferred revenue primarily due to timing of billings and seasonality; and
    •a $2.3 million decrease in operating lease liabilities related to lease payments.

    42

    Table of Contents
    Investing Activities
    Net cash used in investing activities of $63.5 million during the three months ended March 31, 2025 consisted of cash outflows for purchases of marketable securities of $134.6 million, business combinations of $41.3 million, capitalized software development costs of $15.3 million, asset acquisitions of $3.5 million, purchases of property and equipment of $4.0 million, and purchases of strategic investments of $0.6 million; partially offset by maturities of marketable securities of $135.8 million.
    Net cash used in investing activities of $4.7 million during the three months ended March 31, 2024 consisted of purchases of marketable securities of $101.4 million, capitalized software development costs of $9.5 million, and purchases of property and equipment of $2.1 million primarily related to improvements to our leased offices and computer equipment purchases, partially offset by $107.3 million in maturities of marketable securities, and $1.3 million of customer repayments for materials financing.
    Financing Activities
    Net cash used in financing activities of $126.4 million during the three months ended March 31, 2025 consisted of repurchases of our common stock of $100.0 million, payments of tax withholding for net share settlement of $28.3 million, and payments on our finance lease obligations of $0.4 million; partially offset by proceeds from stock option exercises of $2.3 million.
    Net cash provided by financing activities of $6.7 million during the three months ended March 31, 2024 consisted of $7.1 million in proceeds from stock option exercises, partially offset by $0.4 million in payments on our finance lease obligations.
    Capital Allocation Strategy
    We have a balanced approach to capital allocation based on the following priorities: driving organic and efficient revenue growth; investing in accretive mergers and acquisitions; and returning capital to stockholders through regular evaluation of stock repurchases, as appropriate.
    Stock Repurchase Program
    On October 29, 2024, our board of directors (the “Board”) authorized a stock repurchase program to repurchase up to $300.0 million of our outstanding common stock. We intend to opportunistically repurchase shares of our common stock from time to time through the open market (including via pre-set trading plans), or other transactions in accordance with applicable securities laws, in each case, subject to market conditions, applicable legal requirements, and other relevant factors. The timing of stock repurchases and the actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities, and will be subject to the discretion of our management within its authorization. The stock repurchase program will be funded using our working capital. The stock repurchase program does not obligate us to acquire any particular number of shares of our common stock, or any shares at all. The stock repurchase program expires on October 29, 2025, and may be suspended or discontinued at any time at our discretion and without notice. During the three months ended March 31, 2025, we repurchased and retired a total of 1,450,591 shares of our common stock at a weighted average per share price of $68.96 for an aggregate amount of $100.0 million, which includes the transaction costs associated with the repurchases but excludes the 1% excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022.
    Critical Accounting Policies and Estimates
    Critical accounting policies and estimates are those accounting policies and estimates that are both the most important to the portrayal of our net assets and results of operations and require the most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. These estimates are developed based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Critical accounting estimates are accounting estimates where the nature of the estimates is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on financial condition or operating performance is material.
    43

    Table of Contents
    Our significant accounting policies are described in Note 2 of our condensed consolidated financial statements. Our critical accounting policies and more significant judgments and estimates used in the preparation of our financial statements are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K. There have been no significant changes to these policies for the three months ended March 31, 2025.
    44

    Table of Contents
    Item 3. Quantitative and Qualitative Disclosures About Market Risk
    Foreign Currency and Exchange Risk
    The vast majority of our cash generated from revenue is denominated in U.S. Dollars, with the remainder denominated in Australian Dollars, Canadian Dollars, Great British Pounds, Euros, Singapore Dollars, and UAE Dirham. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the U.S., Australia, Canada, England, Egypt, Singapore, France, Ireland, Czech Republic, Costa Rica, India, the UAE, and Norway. Our results of current and future operations and cash flows are, therefore, subject to the risk of fluctuations in foreign currency exchange rates. This exposure is the result of selling in multiple currencies and payment of personnel-related expenses and other operating expenses in countries where the functional currency is the local currency. Changes in foreign currency exchange rates could have an adverse impact on our financial results and cash flow. These exposures may change over time as business practices evolve and economic conditions change. As the impact of foreign currency exchange rates has not been material to our historical operating results, we have not entered into derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency becomes more significant.
    Interest Rate Risk
    We had cash, cash equivalents, and marketable securities of $698.8 million as of March 31, 2025. Cash, cash equivalents, and marketable securities consist of money market funds, U.S. treasury securities, corporate notes and obligations, commercial paper, checking accounts, and savings accounts. The cash and cash equivalents are held for working capital and general corporate purposes. Interest-earning instruments carry a degree of interest rate risk. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. As of March 31, 2025, a hypothetical 100 basis points increase or decrease in interest rates would not have a material impact on the fair market value of our portfolio. We therefore do not expect our results of operations or cash flows to be materially affected by a sudden change in market interest rates.
    Inflation Risk
    Inflation can have a positive impact on our pricing since increased construction costs may increase construction volume purchased by customers. However, supply chain challenges and labor shortages can result in delayed construction project starts, which may negatively impact construction volume purchased. Inflation can also result in higher personnel-related costs. We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition.
    45

    Table of Contents
    Item 4. Controls and Procedures.
    (a)Evaluation of Disclosure Controls and Procedures
    Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of March 31, 2025, the end of the period covered by this report.
    Based on the Company’s evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.
    (b)Changes in Internal Control Over Financial Reporting.
    Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. There have not been any changes in internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
    (c)Limitations on Effectiveness of Controls and Procedures
    Our management, including our chief executive officer and chief financial officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
    46

    Table of Contents
    PART II – OTHER INFORMATION
    Item 1. Legal Proceedings.
    From time to time, we may become involved in legal proceedings arising in the ordinary course of business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together reasonably be expected to have a material adverse effect on our business, results of operations, financial condition, or cash flow.
    Item 1A. Risk Factors.
    Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in Part I, Item 1A, “Risk Factors” in our 2024 Form 10-K, 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. There have been no material changes described in Part I, Item 1A, “Risk Factors” in our 2024 Form 10-K. The risks and uncertainties described in Part I, Item 1A, “Risk Factors” in our 2024 Form 10-K 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 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.
    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    Unregistered Sales of Equity Securities
    None.
    Issuer Purchases of Equity Securities
    On October 29, 2024, our Board authorized a stock repurchase program to repurchase up to $300.0 million of our outstanding common stock.
    The following table summarizes the stock repurchase activity and the approximate dollar value of shares that may yet be purchased pursuant to our authorized stock repurchase program for the three months ended March 31, 2025:
    PeriodTotal Number of Shares Purchased
    Average Price Paid Per Share(1)
    Total Number of Shares Purchased Under Publicly Announced ProgramsApproximate Dollar Value of Shares that May Yet be Purchased Under the Program (in thousands)
    January 1 - January 310$— 0$300,000 
    February 1 - February 280$— 0300,000 
    March 1 - March 311,450,591$68.96 1,450,591200,000 
    Total1,450,5911,450,591$200,000 
    (1) The average price paid per share includes transaction costs associated with the stock repurchase and excludes the 1% excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022.
    Items 3 and 4 are not applicable and have been omitted.
    47

    Table of Contents
    Item 5. Other Information.
    Compensatory Arrangements of Certain Officers

    On May 2, 2025, the Company entered into amended and restated severance agreements (each, an “Executive Severance Agreement”) with each of Howard Fu, the Company’s Chief Financial Officer and Treasurer, Benjamin C. Singer, the Company’s Chief Legal Officer and Corporate Secretary, Lawrence J. Stack, the Company’s Chief Revenue Officer, and Steven S. Davis, the Company’s President, Product and Technology (each, a “Non-CEO Executive Officer”), which provide certain enhanced severance benefits designed to promote continuity and retain each Non-CEO Executive Officer through the Company’s Chief Executive Officer succession process, which was announced earlier this year. Each Executive Severance Agreement provides that, if a Non-CEO Executive Officer is terminated without “Cause” (as defined in the Executive Severance Agreement) during the 12-month period following the appointment of the Company’s next Chief Executive Officer, such Non-CEO Executive Officer will receive 12 months of accelerated equity vesting with respect to all time-based equity awards that are outstanding at the time of such termination, subject to such Non-CEO Executive Officer’s execution of an appropriate release of claims. The Executive Severance Agreements are effective as of the date executed, and amended and restated each Non-CEO Executive Officer’s original severance agreement. All other material terms and conditions of each Non-CEO Executive Officer’s original severance agreement with the Company remain unchanged in the Executive Severance Agreements.

    The foregoing description of the Executive Severance Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Executive Severance Agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.

    Insider Trading Arrangements

    During the quarterly period ended March 31, 2025, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of our securities as set forth in the table below. Specifically, following the Company's announcement of our Chief Executive Officer succession process earlier this year, Mr. Courtemanche terminated his Rule 10b5-1 plan before any transactions were executed under the plan.
    Type of Trading Arrangement
    Name and PositionActionAdoption/Termination Date
    Rule 10b5-1(1)
    Non-Rule 10b5-1(2)
    Total Shares of Common Stock to be Sold(3)
    Expiration Date
    Craig F. Courtemanche, Jr., President, Chief Executive Officer, and Director(4)
    Termination
    March 11, 2025
    x
    2,065,008
    April 1, 2026
    (1) Contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
    (2) “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
    (3) Represents the maximum number of shares that could have been sold pursuant to the Rule 10b5-1 trading arrangement had it not been terminated.
    (4) This Rule 10b5-1 trading arrangement was adopted on December 11, 2024, by the Craig F. Courtemanche and Hillary Courtemanche Family Trust dtd 11/1/2012, The Courtemanche 2016 Irrevocable Trust UA dtd 11/18/2016, and the Courtemanche 2021 Irrevocable Trust UA dtd 6/10/2021.


    48

    Table of Contents
    Item 6. Exhibits
    EXHIBIT INDEX
    Incorporated by Reference
    Exhibit
    Number
    Description of ExhibitFormFile NumberExhibitFiling Date
    3.1
    Amended and Restated Certificate of Incorporation of the Registrant
    8-K001-403963.1May 24, 2021
    3.2
    Amended and Restated Bylaws of the Registrant
    8-K001-403963.1December 6, 2024
    10.1*+
    2025 Form of Executive Severance Agreement between the Registrant and each of its non-CEO executive officers
    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
    101.INSInline 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
    104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
    *Filed herewith.
    +
    Indicates management contract or compensatory plan
    #The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Quarterly Report on Form 10-Q 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.
    49

    Table of Contents
    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
    Procore Technologies, Inc.
    Date: May 2, 2025
    By:/s/ Craig F. Courtemanche, Jr.
    Craig F. Courtemanche, Jr.
    President and Chief Executive Officer
    (Principal Executive Officer)
    Date: May 2, 2025
    By:/s/ Howard Fu
    Howard Fu
    Chief Financial Officer and Treasurer
    (Principal Financial Officer)
    50
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      Procore Technologies, Inc. (NYSE:PCOR), the leading global provider of construction management software, today announced financial results for the first quarter ended March 31, 2025. "Our Q1 performance represented a positive start to the year, reflecting our measurable ROI for our customers," said Tooey Courtemanche, Founder, President, and CEO of Procore. "Our ability to help customers achieve more with less positions us well to serve them as they navigate a dynamic environment." "We are prepared to thoughtfully manage the business through the evolving tariff landscape to continuously improve our financial profile," said Howard Fu, CFO of Procore. "Even with this increased uncertainty,

      5/1/25 4:05:00 PM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology
    • Procore Announces Timing of First Quarter Fiscal Year 2025 Earnings Call

      Procore Technologies, Inc. (NYSE:PCOR), the leading global provider of construction management software, today announced that it will report its first quarter fiscal year 2025 financial results after the U.S. financial markets close on Thursday, May 1, 2025. In conjunction with this announcement, Procore will host a conference call on Thursday, May 1, 2025 at 2:00 p.m. Pacific Time to discuss Procore's financial results and financial guidance. To access this call, dial +1 833 470 1428 (domestic) or +1 404 975 4839 (international). The conference ID number is 007334. A live webcast of this conference call will be available on the Investor Relations page of Procore's website, http://investor

      4/10/25 4:05:00 PM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology
    • Procore Announces Fourth Quarter and Full Year 2024 Financial Results

      Procore Technologies, Inc. (NYSE:PCOR), the leading global provider of construction management software, today announced financial results for the fourth quarter and full year ended December 31, 2024. "Our strong topline performance exceeded expectations, reinforcing our momentum heading into FY25," said Tooey Courtemanche, Founder, President, and CEO of Procore. "The magnitude of high-quality, large transactions reflects the trust our customers place in us, and the strength of our market position." "2024 was another year of strong margin expansion delivering 800 basis points of non-GAAP operating margin improvement. Our Q4 results are not indicative of the operating margin you should e

      2/13/25 4:05:00 PM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology
    • BMO Capital Markets reiterated coverage on Procore Technologies with a new price target

      BMO Capital Markets reiterated coverage of Procore Technologies with a rating of Outperform and set a new price target of $75.00 from $95.00 previously

      4/23/25 6:41:38 AM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology
    • Procore Technologies upgraded by Jefferies with a new price target

      Jefferies upgraded Procore Technologies from Hold to Buy and set a new price target of $100.00 from $80.00 previously

      1/6/25 8:21:59 AM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology
    • UBS initiated coverage on Procore Technologies with a new price target

      UBS initiated coverage of Procore Technologies with a rating of Buy and set a new price target of $105.00

      12/2/24 10:06:52 AM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology

    $PCOR
    Leadership Updates

    Live Leadership Updates

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    • Procore Announces CEO Succession Plan

      Founder, President and CEO Tooey Courtemanche to Transition to Executive Chairman Upon Appointment of Successor Board to Initiate Comprehensive Search Process Procore Technologies, Inc. (NYSE:PCOR) ("Procore" or the "Company"), the leading global provider of construction management software, today announced that Founder, President and CEO, Tooey Courtemanche, intends to transition to Executive Chairman upon the appointment of a successor. In this position, he will continue to be deeply involved in the business and lead the Board. Until that time, there will be no changes to Courtemanche's current role as CEO. This press release features multimedia. View the full release here: https://www.

      3/10/25 5:15:00 PM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology
    • Riot Platforms Announces Changes to Its Board of Directors and Provides Update on Formal Evaluation of AI/HPC Uses

      Jaime Leverton, Doug Mouton and Michael Turner to Join the Board and Bring Directly Applicable AI/HPC Conversion, Data Center and Real Estate Experience Retains Evercore and Northland Capital to Lead Engagement with Potential AI/HPC Partners Following Increased Inbound Interest Riot Platforms, Inc. (NASDAQ:RIOT) ("Riot" or "the Company"), an industry leader in vertically integrated Bitcoin mining, today announced the appointment of Jaime Leverton, Doug Mouton and Michael Turner to its Board of Directors (the "Board"). The three new directors were selected through a comprehensive process conducted by the Board's Governance and Nominating Committee, with constructive, independent input fr

      2/12/25 7:15:00 PM ET
      $HUT
      $LINE
      $PCOR
      $RIOT
      Finance: Consumer Services
      Finance
      Real Estate Investment Trusts
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    • UKG Hires Sarah Hodges as Chief Marketing Officer

      Key Points: Hodges brings a 20-year track record of marketing success and go-to-market strategic execution at global SaaS providers Autodesk and Procore Technologies Starting on January 6, Hodges will lead brand awareness and creative experiences, product and industry marketing, field marketing, and customer advocacy and digital customer experiences UKG, a leading provider of HR, payroll, workforce management, and culture solutions, today announced that Sarah Hodges will join the company as chief marketing officer (CMO) on January 6, 2025. Hodges will report to UKG President, GTM, Rachel Barger, and lead brand awareness and creative experiences, product and industry marketing, fiel

      12/16/24 11:00:00 AM ET
      $ADSK
      $PCOR
      Computer Software: Prepackaged Software
      Technology