Procore raises $950M in convertible debt to fund DroneDeploy acquisition and buyback

Item 2.03

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On August 6, 2026, Procore Technologies, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $950,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $125,000,000 principal amount of the Notes.

The Company used approximately $59.1 million of the net proceeds to pay the cost of the capped call transactions described above and approximately $175 million to repurchase approximately 3.17 million shares of common stock concurrently with the pricing of the Notes.

The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a) (2) and Rule 144A under the Securities Act.

The Notes and the shares of common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not intend to file a registration statement for the resale of the Notes or any shares of common stock issuable upon conversion of the Notes.

On August 3, 2026, the Company issued a press release announcing the proposed Offering.

On August 3, 2026, the Company issued a press release announcing the pricing of the Notes.

the Company’s pending acquisition of DroneDeploy, Inc.

statements concerning capped call transactions, including the potential dilution reduction, the conversion of the Notes

$750.0 million aggregate principal amount of Convertible Senior Notes due 2031 (the “notes”) in a private placement (the “offering”) only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Procore also intends to grant the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $112.5 million aggregate principal amount of the notes.

Procore expects to use the net proceeds from the offering (i) to pay a portion of the cash consideration for the acquisition of DroneDeploy, Inc., (ii) to pay the cost of the capped call transactions described below, (iii) to repurchase shares of Procore’s common stock concurrently with the pricing of the notes as described below, and (iv) for general corporate purposes, which may include working capital, operating expenses, capital expenditures and general and administrative expenses.

In connection with the pricing of the notes, Procore expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments substantially similar to those applicable to the notes, the number of shares of Procore’s common stock that will initially underlie the notes. The capped call transactions are expected generally to reduce the potential dilution to Procore’s common stock upon any conversion of notes and/or offset any cash payments Procore is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

Procore expects to use up to $175 million of the net proceeds from the offering to repurchase shares of its common stock concurrently with the pricing of the notes in privately negotiated transactions effected with or through one of the initial purchasers of the notes or its affiliate. These repurchases could increase (or reduce the size of any decrease in) the market price of Procore’s common stock or the notes prior to, concurrently with or shortly after the pricing of the notes and could result in a higher effective conversion price for the notes. Procore expects the purchase price per share in such transactions to equal the last reported sale price per share of Procore’s common stock on the New York Stock Exchange on the date of the pricing of the notes.

to pay a portion of the cash consideration for the acquisition of DroneDeploy, Inc.

Procore Technologies, Inc. (NYSE: PCOR) (the “Company” or “Procore”), the leading global provider of construction management software, announced today the pricing of $825.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “notes”) in a private placement (the “offering”) only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced offering size of $750.0 million aggregate principal amount of the notes.

Procore estimates that the net proceeds from the offering will be approximately $804.4 million (or approximately $926.6 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discount and estimated offering expenses. Procore expects to use the net proceeds from the offering (i) to pay a portion of the cash consideration for the acquisition of DroneDeploy, Inc., (ii) to pay the approximately $51.3 million cost of the capped call transactions described below, (iii) to repurchase approximately $175.0 million of shares of Procore’s common stock concurrently with the pricing of the notes as described below and (iv) for general corporate purposes, which may include working capital, operating expenses, capital expenditures and general and administrative expenses.

In connection with the pricing of the notes, Procore entered into privately negotiated capped call transactions with certain financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary adjustments substantially similar to those applicable to the notes, the number of shares of Procore’s common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to Procore’s common stock upon any conversion of notes and/or offset any cash payments Procore is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. ... The cap price of the capped call transactions relating to the notes will initially be $110.52, which represents a premium of 100.0% over the last reported sale price of Procore’s common stock on the New York Stock Exchange on August 3, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

Procore expects to use approximately $175.0 million of the net proceeds from the offering to repurchase approximately 3.17 million shares of its common stock concurrently with the pricing of the notes in privately negotiated transactions effected with or through one of the initial purchasers of the notes or its affiliate at a purchase price per share equal to the last reported sale price per share of Procore’s common stock on the New York Stock Exchange on August 3, 2026.

Procore may not redeem the notes prior to August 20, 2029, except in the event of a cleanup redemption described below. Procore may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on a redemption date on or after August 20, 2029 and before the 31st scheduled trading day immediately prior to the maturity date if the last reported sale price of Procore’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Procore provides the related notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.