PROCORE TECHNOLOGIES, INC.
1611052
Jul 29, 2026, 08:23 PM
0001193125-26-323800
Items (3)
Item 1.01 Entry Into a Material Definitive Agreement. Agreement and Plan of Merger On July 27, 2026, Procore Technologies, Inc., a Delaware corporation (“ Procore”), entered into an Agreement and Plan of Merger (the “ Merger Agreement”) by and among Procore, DF Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Procore (“ Merger Sub”), DroneDeploy, Inc., a Delaware corporation (“ DroneDeploy”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Stockholder Representative (as defined in the Merger Agreement). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into DroneDeploy (the “ Merger”), with DroneDeploy continuing as the surviving company and as a wholly-owned subsidiary of Procore. DroneDeploy is a software company that provides cloud-control software solutions for drones and other robots, which include automated flight safety checks, workflows, and real-time mapping and data processing. Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Procore will acquire DroneDeploy for a purchase price of approximately $845.0 million in cash (the “ Purchase Price”), subject to certain adjustments for working capital, transaction expenses, cash, and indebtedness, among other things, as described in the Merger Agreement. In addition to the Purchase Price, Procore has agreed to create a retention pool for the benefit of certain service providers of DroneDeploy consisting of equity awards, or cash where equity cannot be granted due to applicable law, to encourage such service providers to continue providing services to Procore or its affiliates following the closing of the Merger and other transactions contemplated by the Merger Agreement. The completion of the Merger is anticipated to occur by the end of 2026 and is subject to the satisfaction of certain closing conditions set forth in the Merger Agreement, including, but not limited to, the adoption of the Merger Agreement by DroneDeploy’s stockholders, the accuracy of each party’s representations and warranties made in the Merger Agreement, the performance by each party of its obligations and covenants under the Merger Agreement, and receipt of applicable regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Merger Agreement contains customary representations and warranties and covenants of each of the parties. Pursuant to the Merger Agreement, Procore has obtained a representations and warranties insurance policy in connection with the transactions contemplated by the Merger Agreement. The Merger Agreement also provides customary indemnification rights to Procore, and customary termination rights to each of the parties. The foregoing description of the Merger Agreement and the transactions contemplated thereby is subject to, and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The Merger Agreement has been attached to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about Procore, Merger Sub, DroneDeploy, or their respective subsidiaries. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in confidential disclosure schedules prepared by DroneDeploy in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about Procore, Merger Sub, DroneDeploy, or their respective subsidiaries at the time such representations and warranties were made or otherwise, and should only be read in conjunction with the other information that Procore makes publicly available in reports, statements and other documents filed with the U. S. Securities and Exchange Commission, as applicable. Debt Financing Commitment In connection with its entry into the Merger Agreement, on July 27, 2026, Procore entered into a debt financing commitment letter (the “ Commitment Letter”) with Goldman Sachs Bank USA (the “ Commitment Bank”), pursuant to which the Commitment Bank committed to provide Procore with debt financing in an aggregate principal amount of up to $700.0 million in the form of a364-daysenior secured bridge loan facility (the “ Bridge Facility”), subject to customary conditions. Subject to market conditions and other factors, 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. The consummation of the Merger is not conditioned on the availability of the Bridge Facility or any alternative financing. The foregoing description of the Commitment Letter set forth herein is subject to, and qualified in its entirety by reference to, the full text of the Commitment Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure. On July 29, 2026, Procore issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1. The information set forth in or incorporated by reference into this Item 7.01, including Exhibit 99.1, 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 (the “ Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing. The disclosure in this Item 7.01 of this Current Report on Form8-Kwill not be deemed an admission as to the materiality of any information in such item in this Current Report on Form8-Kthat is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description Number 2.1 † Agreement and Plan of Merger by and among Procore Technologies, Inc., DF Merger Sub, Inc., DroneDeploy, Inc., and Fortis Advisors LLC, as the Stockholder Representative, dated as of July 27, 2026 10.1 Commitment Letter by and between Procore Technologies, Inc. and Goldman Sachs Bank USA, dated as of July 27, 2026 99.1 + Procore Technologies, Inc. Press Release, dated as of July 29, 2026 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon request. This Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act, regardless of any general incorporation language in such filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Procore Technologies, Inc. Date: July 29, 2026 By: /s/ Benjamin C. Singer Benjamin C. Singer Chief Legal Officer and Corporate Secretary