SEC Form 8-K filed by Procore Technologies Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 10, 2025, Procore Technologies, Inc. (the “Company”) announced that its Founder, President and Chief Executive Officer, Tooey Courtemanche, intends to transition to Executive Chairman upon the appointment of a successor.
The Company’s Board of Directors (the “Board”) will initiate a comprehensive search process to find Mr. Courtemanche’s successor. Once a successor is appointed, Mr. Courtemanche intends to transition to Executive Chairman, where he will continue to be deeply involved in the Company’s business and lead the Board. Until that time, there will be no changes to Mr. Courtemanche’s current role as the Company’s President and Chief Executive Officer. Mr. Courtemanche’s decision was not the result of any disagreement with the Board or regarding any matter relating to the Company’s operations, policies or practices.
| Item 7.01 | Regulation FD Disclosure. |
On March 10, 2025, the Company issued a press release (the “Press Release”) announcing Mr. Courtemanche’s intent to transition to Executive Chairman upon the appointment of a successor. In the Press Release, the Company also reaffirmed its first quarter fiscal 2025 and full-year fiscal 2025 guidance, as previously announced in its earnings release for the fourth quarter and full year 2024 financial results on February 13, 2025. The Company is also announcing, via this Current Report on Form 8-K, that Mr. Courtemanche intends to terminate the Rule 10b5-1 trading plan that he adopted on December 11, 2024, prior to any transactions occurring under the plan.
The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibit listed below is being furnished with this Current Report on Form 8-K.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated March 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Procore Technologies, Inc. | ||||||
| Date: March 10, 2025 | By : | /s/ Benjamin C. Singer | ||||
| Benjamin C. Singer | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||