Item 1.01 Entry into a Material Definitive Agreement.

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 Form8-Kis incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form8-Kis incorporated herein by reference. 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 Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated August 3, 2026 by and among the Company and the representatives of the initial purchasers. 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. Based on the initial conversion rate, the Notes are convertible into 11,460,990 shares of common stock and, in limited circumstances, are convertible into a maximum of 17,191,390 shares of common stock. The Notes are subject to customary anti-dilution adjustment provisions. To the extent that any shares of common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock.

Item 8.01 Other Events.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description No. 4.1 Indenture, dated as of August 6, 2026, by and between Procore Technologies, Inc. and U. S. Bank Trust Company, National Association, as Trustee ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 4.2 Form of Global Note, representing Procore Technologies, Inc.’s 0.00% Convertible Senior Notes due 2031 (included as Exhibit A to the Indenture filed as Exhibit 4.1) 10.1 Form of Confirmation for Capped Call Transactions 99.1 Press release titled “ Procore Technologies, Inc. Announces Proposed Private Placement of $750.0 Million of Convertible Senior Notes,” dated August 3, 2026 99.2 Press release titled “ Procore Technologies, Inc. Announces Pricing of Upsized $825.0 Offering of Convertible Senior Notes,” dated August 3, 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 hereunto duly authorized. Procore Technologies, Inc. Date: August 6, 2026 /s/ Benjamin C. Singer Benjamin C. Singer Chief Legal Officer and Corporate Secretary