Procore Technologies, Inc. (PCOR) SEC Filings & Earnings Calls

Integration risk from large cash acquisition.

“$845M cash acquisition may strain balance sheet or require financing.”

Potential dilution if conversion triggers; conversion premium of 50% provides cushion but stock price appreciation could lead to dilution.

“initial conversion price of approximately $82.89 per share of common stock... represents a premium of approximately 50%” · word for word

Debt service risk: although zero-coupon, special interest may accrue under certain circumstances; $950M principal due in 2031.

“The Notes will not bear regular interest... Special interest will accrue on the Notes in the circumstances and at the rates provided in the Indenture” · word for word

Declining revenue growth rate

“While our revenue has continued to increase, our revenue growth rate has declined and may continue to decline in the future as a result of a variety of factors, including our ability to effectively manage our growth and investments (including through our evolved GTM operating model), macroeconomic conditions, and the maturation of our business.” · word for word

Construction industry uncertainty

“The overall sentiment in the construction industry continues to be uncertain, which presents challenges to our future growth. We expect this sentiment to continue at least for the short term as a result of macroeconomic factors.” · word for word

CEO transition and leadership changes

“As previously disclosed, effective November 10, 2025, Craig F. Courtemanche, Jr., our founder, and former President and Chief Executive Officer, resigned as President and Chief Executive Officer of the Company, and Dr. Ajei S. Gopal was appointed as President and Chief Executive Officer.” · word for word

AI integration and regulatory risks

“Our use of AI may present significant risks, uncertainties, and challenges that could materially adversely affect our business, financial condition, results of operations, and prospects.” · word for word

Integration risk: Acquiring DroneDeploy may face challenges in combining cultures, technologies, and customer bases.

“Merger expected to close by end of 2026; integration of DroneDeploy's software and team into Procore's platform.”

Financing risk: $700M bridge loan increases debt; alternative financing may be needed if market conditions change.

“Procore may fund a portion of the Purchase Price through one or more bank financing or capital markets transactions in lieu of all or a portion of the Bridge Facility.” · word for word

Regulatory risk: HSR Act waiting period and other approvals required; deal could be delayed or blocked.

“receipt of applicable regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act” · word for word

Guidance implies deceleration: Q3 revenue growth guided to 13.3% vs Q2's 16% YoY.

“Third quarter revenue expected to be in the range of $382 million to $384 million, representing year-over-year growth of 13.3%.”

Macroeconomic uncertainty could impact construction activity and software spending.

“Forward-looking statements cite inflation, interest rates, tariffs, and challenging geopolitical or macroeconomic conditions.”

Ongoing litigation with Oracle

“The increase in general and administrative expenses during the three months ended March 31, 2026 was primarily due to an increase of $8.8 million in legal fees, which were predominantly related to an ongoing lawsuit with Oracle.” · word for word

Accumulated deficit and potential future losses

“we have continued to generate losses from operations, as reflected in our accumulated deficit of $1.4 billion as of March 31, 2026.” · word for word

Revenue growth decelerating to 12-13% in Q2 guidance vs 16% in Q1; potential macro headwinds.

“Second quarter 2026 Outlook: Revenue is expected to be in the range of $364 million to $366 million, representing year-over-year growth of 12% to 13%.” · word for word

Challenging construction environment

“a 400 basis point expansion year-over-year that reflects our ability to scale with efficiency even in a challenging construction environment.” · word for word

Labor shortage in construction

“Our agentic solutions don’t just provide insights; they perform critical actions to help our customers do more with less, which is especially critical in light of today’s labor shortage.” · word for word

Transition risk from CFO and CRO departures, though mitigated by advisory roles.

“Fu and Stack will move into strategic advisory roles to support a smooth transition.” · word for word

Revenue Growth Deceleration

“Our revenue growth rate has declined and may continue to decline in the future as a result of a variety of factors, including our ability to effectively manage our growth and investments (including through our evolved GTM operating model), macroeconomic conditions, and the maturation of our business.” · word for word

Macroeconomic Uncertainty in Construction

“The overall sentiment in the construction industry continues to be uncertain, which presents challenges to our future growth. We expect this sentiment to continue at least for the short term as a result of macroeconomic factors.” · word for word

History of Losses

“We have a history of losses, and we may not achieve or maintain profitability in the future. We incurred net losses of $100.8 million in 2025, $106.0 million in 2024, and $189.7 million in 2023.” · word for word

Stock-based compensation remains high at 23% of revenue including one-time charge

“Stock-based compensation (“SBC”) was 23% of revenue, inclusive of a one-time accounting charge related to the transition of our former CEO. When excluding such charge, SBC was 17% of revenue.” · word for word

No material risk; resignation not due to any disagreement.

“Mr. Feinstein’s decision to resign was not the result of any disagreement with the Company” · word for word

CEO transition risk; new leadership may shift strategy

“Dr. Ajei S. Gopal became CEO on November 10, 2025”

Macroeconomic headwinds impacting customer spending

“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.” · word for word

GTM model transition disruption

“We have seen and anticipate continuing to see some disruptions and adverse impacts to our financial and operating results in the near-term in connection with our investment in, and implementation of, the evolved GTM operating model.” · word for word

Continued operating losses

“we have continued to generate losses from operations, as reflected in our accumulated deficit of $1.3 billion as of September 30, 2025.” · word for word

CEO transition; GAAP operating loss persists

“GAAP operating margin was (4%); CEO Tooey Courtemanche transitioning to Ajei Gopal”