Form 8-K
8-K — PROCORE TECHNOLOGIES, INC.
Accession: 0001193125-26-170449
Filed: 2026-04-22
Period: 2026-04-20
CIK: 0001611052
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d28651d8k.htm (Primary)
EX-99.1 (d28651dex991.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d28651d8k.htm · Sequence: 1
8-K
false 0001611052 0001611052 2026-04-20 2026-04-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2026
Procore Technologies, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-40396
73-1636261
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS 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
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common stock, $0.0001 par value
PCOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 20, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of Procore Technologies, Inc. (the “Company”) increased the number of directors constituting the full Board from 10 to 11 and appointed Dr. Vishal Misra as a member of the Board, effective as of the Effective Date. Dr. Misra will serve as a Class III director until the Company’s 2027 annual meeting of stockholders, until such time as his successor has been duly elected and qualified, or until his earlier death, resignation, or removal. Dr. Misra was also appointed to serve as a member of the Audit Committee of the Board (the “Audit Committee”), effective as of the Effective Date.
The Board has determined that Dr. Misra qualifies as an independent director under the listing standards of the New York Stock Exchange and the director independence standards set forth in the Company’s Corporate Governance Guidelines. There are no arrangements or understandings between Dr. Misra and the Company or any other person pursuant to which Dr. Misra was selected to serve on, or appointed as a member of, the Board. There are no family relationships between Dr. Misra and any director or executive officer of the Company. Dr. Misra has no direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”).
Pursuant to, and subject to the terms of, the Company’s Non-Employee Director Compensation Policy, as amended (the “Policy”), which is filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025, Dr. Misra will receive an annual cash retainer of $48,100 for service on the Board and an additional annual cash retainer of $13,500 for service on the Audit Committee. Such annual cash retainers are payable in equal quarterly installments in arrears and prorated for any partial months of service. Pursuant to the Policy, Dr. Misra was granted an initial restricted stock unit (“RSU”) award having a target equity value of $530,000 (the “Initial RSU Award”), with such award effective as of the Effective Date. The Initial RSU Award will vest in three equal annual installments–on February 20 of 2027, 2028, and 2029, respectively–subject to continued service through each vesting date. In addition, at the close of business on the date of each annual meeting of the Company’s stockholders (each, an “Annual Meeting”), Dr. Misra will receive an RSU award in accordance with and subject to the Policy (each, an “Annual RSU Award”). Each Annual RSU Award will vest in full on the date of the following year’s Annual Meeting (or the date immediately preceding the date of the following year’s Annual Meeting if his service on the Board ends at such meeting), subject to his continued service through the applicable vesting date. The Initial RSU Award is, and any Annual RSU Awards will be, subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan, as amended, and its related agreements.
In connection with his appointment to the Board, the Company has entered into its standard indemnification agreement with Dr. Misra, the form of which is incorporated by reference as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 6, 2021 (File No. 333-236789).
Item 7.01 Regulation FD Disclosure.
On April 22, 2026, the Company issued a press release announcing the appointment of Dr. Misra as a member of the Board.
The information in this Item 7.01, including the accompanying Exhibit 99.1 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 April 22, 2026
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: April 22, 2026
By :
/s/ Benjamin C. Singer
Benjamin C. Singer
Chief Legal Officer and Corporate Secretary
EX-99.1
EX-99.1
Filename: d28651dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
Procore Appoints Distinguished AI and Academic Leader Vishal Misra to Board of Directors
Prominent Computer Science Professor and Technology Founder to Strengthen
Company’s Expertise in Driving AI Innovation
CARPINTERIA,
Calif., April 22, 2026 – Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced it has appointed Vishal Misra to its Board of Directors. Misra currently
serves as the RKS Family Professor of Computer Science and as Vice Dean of Computing and AI at Columbia University.
“Vishal’s deep expertise in AI and
proven success as a technology founder will be a tremendous asset,” said Ajei Gopal, President and CEO of Procore. “His unique perspective will be instrumental as we enter our next chapter of growth and continue to redefine construction
management through intelligent innovation.”
Misra is a distinguished technology leader and academic who has served as a professor of computer science at
Columbia University for nearly 25 years. An accomplished entrepreneur, Misra has successfully founded several technology companies including Infinio, a storage-performance software company, and AskHereFirst, an
AI-based natural language query solution. As a pioneer in digital media, he served on the Board of Directors of DB Digital and is also credited with inventing live-microblogging at Cricinfo, a company he co-founded and that was later acquired by ESPN. Misra earned a B.Tech. from IIT Bombay and an M.S. and Ph.D. from the University of Massachusetts Amherst.
“Procore is at the forefront of AI innovation in construction, driving a fundamental shift in one of the world’s most essential industries,” said
Misra. “The surging demand for critical infrastructure presents an unprecedented market opportunity. I am honored to join the Board at this pivotal moment and look forward to helping Procore accelerate the evolution of its AI-powered platform and strengthen its market leadership.”
For additional information on Procore’s Board of
Directors, visit here <https://investors.procore.com/governance/board-of-directors>.
About Procore
Procore Technologies, Inc. (NYSE: PCOR) is a leading
technology partner for every stage of construction. Built for the industry, Procore’s unified technology platform drives efficiency and mitigates risk through AI & data-driven insights and decision making. Over three million projects
have run on Procore across 150+ countries. For more information, visit https://www.procore.com/.
Media Contact
press@procore.com
Investor Contact
ir@procore.com
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 7
v3.26.1
Document and Entity Information
Apr. 20, 2026
Cover [Abstract]
Amendment Flag
false
Entity Central Index Key
0001611052
Document Type
8-K
Document Period End Date
Apr. 20, 2026
Entity Registrant Name
Procore Technologies, Inc.
Entity Incorporation State Country Code
DE
Entity File Number
001-40396
Entity Tax Identification Number
73-1636261
Entity Address, Address Line One
6309 Carpinteria Avenue
Entity Address, City or Town
Carpinteria
Entity Address, State or Province
CA
Entity Address, Postal Zip Code
93013
City Area Code
(866)
Local Phone Number
477-6267
Written Communications
false
Soliciting Material
false
Pre Commencement Tender Offer
false
Pre Commencement Issuer Tender Offer
false
Security 12b Title
Common stock, $0.0001 par value
Trading Symbol
PCOR
Security Exchange Name
NYSE
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration