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What changed in PROCORE TECHNOLOGIES, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PROCORE TECHNOLOGIES, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+426 added−415 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-26)

Top changes in PROCORE TECHNOLOGIES, INC.'s 2025 10-K

426 paragraphs added · 415 removed · 344 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

74 edited+14 added−12 removed50 unchanged
Biggest changeWe believe that these investments will allow us to build stronger and deeper customer relationships and improve our operating efficiency over time which, in turn, will result in better customer experiences and provide additional value to our customers, some of whom continue to face macroeconomic and other pressures that have negatively impacted their spending decisions.
Biggest changeEvolving our GTM operating model required new investment as we increased our sales headcount, ramped and invested in additional enablement for our sales teams, and added new specialists to our teams. We believe that these investments have allowed, and will continue to allow, us to build stronger and deeper customer relationships and provide additional value to our customers.
Our construction volume-based pricing model and number of product offerings create multiple opportunities for expansion. We focus our marketing efforts on product innovation and value, domain expertise, and community-building. We reach potential customers and generate leads for our sales team through a combination of content marketing, public relations, advertising, sponsorships, digital marketing, partner marketing, social media, community initiatives, and events.
We focus our marketing efforts on product innovation and value, domain expertise, and community-building. Our construction volume-based pricing model and number of product offerings create multiple opportunities for expansion. We reach potential customers and generate leads for our sales team through a combination of content marketing, public relations, advertising, sponsorships, digital marketing, partner marketing, social media, community initiatives, and events.
Our Platform Our platform is built to be modern, intuitive, and open, with a modular and extensible architecture that not only includes the breadth and depth of functionality of our own products, but also integrates with third-party applications and our customers’ own customized applications. We offer a broad set of product solutions that we primarily monetize through subscriptions.
Our Platform Our platform is built to be modern and intuitive, with a modular and extensible architecture that not only includes the breadth and depth of functionality of our own products, but also integrates with third-party applications and our customers’ own customized applications. We offer a broad set of product solutions that we primarily monetize through subscriptions.
We plan to continue to expand our sales and marketing efforts to drive awareness of our products, services, and platform, and grow our customer base, focusing on owners, general contractors, and specialty contractors. The portion of our current user base made up of collaborators invited to participate in our customers’ projects represents a significant opportunity to increase our revenue.
We plan to continue our sales and marketing efforts to drive awareness of our products, services, and platform, and grow our customer base, focusing on owners, general contractors, and specialty contractors. The portion of our current user base made up of collaborators invited to participate in our customers’ projects represents a significant opportunity to increase our revenue.
We primarily sell our products on a subscription basis for a fixed fee with pricing generally based on the number and mix of products and the annual construction volume contracted to run on our platform. As we grow, we believe that the value of our business will increase across three key dimensions: • Network.
We primarily sell our products on a subscription basis for a fixed fee with pricing generally based on the number and mix of products and the annual construction volume contracted to run on our platform. As we continue to grow, we believe that the value of our business will continue to increase across three key dimensions: • Network.
Owners initiate construction projects, secure financing, work with architects, engineers, and consultants on building design, hire general contractors to manage the construction process, and are the ultimate decision-makers throughout a project. Owners include corporations, universities, government entities, and commercial and residential real estate developers.
Owners Owners initiate construction projects, secure financing, work with architects, engineers, and consultants on building design, hire general contractors to manage the construction process, and are the ultimate decision-makers throughout a project. Owners can include corporations, universities, government entities, and commercial and residential real estate developers.
Our platform captures extensive data across stakeholders and each stage of a project, which enables us to create a system of record for all stakeholders and to analyze project and industry trends. Our platform captures data encompassing bidding, safety, cost, quality, scheduling, materials, supplier information, and other types of data.
Our platform captures extensive data across stakeholders and each stage of a project, which enables us to create a system of record and collaboration for all stakeholders and to analyze project and industry trends. Our platform captures data encompassing bidding, safety, cost, quality, scheduling, materials, supplier information, and other types of data.
As our customers subscribe to additional products or increase the annual construction volume contracted to run on our platform, we generate more revenue. We do not provide refunds for unused construction volume, or charge customers based on consumption or on a per-project basis.
As our customers subscribe to additional products or increase the annual construction volume contracted to run on our platform, we generate more revenue. We do not provide refunds for unused construction volume. We generally do not charge customers based on consumption or on a per-project basis.
We focus exclusively on connecting and empowering the construction industry’s key stakeholders, such as owners, general contractors, and specialty contractors, to collaborate and access our capabilities from any location on any internet-connected device.
We focus exclusively on connecting and empowering the construction industry’s key stakeholders, such as owners, general contractors, and specialty contractors, to collaborate and access our capabilities from any location on any connected device.
Our business model is designed to encourage rapid, widespread adoption by allowing for unlimited users, meaning that we do not charge a per-seat or per-user fee.
Our business model is designed to encourage rapid, widespread adoption by allowing for unlimited users, meaning that we generally do not charge a per-seat or per-user fee.
Our business model is designed to encourage rapid, widespread adoption of our products by allowing for unlimited users, meaning we do not charge a per-seat or per-user fee. Customers can invite all project participants, including owners, general contractors, specialty contractors, architects, and engineers, to engage with our platform as part of a project team without incurring additional fees.
Our business model is designed to encourage rapid, widespread adoption of our products by allowing for unlimited users. We typically do not charge a per-seat or per-user fee, meaning that customers can invite all project participants, including owners, general contractors, specialty contractors, architects, and engineers, to engage with our platform as part of a project team without incurring additional fees.
Our platform is modernizing and digitizing construction management by enabling timely access to critical project information, simplifying complex workflows, and facilitating seamless communication among relevant stakeholders, all of which we believe positions us to serve as the system of record for the construction industry.
Our platform is modernizing and digitizing construction management by enabling timely access to critical project information, simplifying complex workflows, and facilitating seamless communication among relevant stakeholders, all of which we believe positions us to serve as a critical system of record and collaboration for the construction industry.
Users can bridge the gap between 3D modeling and 2D documentation and enhance accuracy by generating 2D drawings or views directly from 3D models. These capabilities improve decision-making and reduce rework by ensuring that work is coordinated and installed correctly the first time. • Collaborations.
Users can bridge the gap between 3D modeling and 2D documentation and enhance accuracy by generating 2D drawings or views directly from 3D models. These capabilities improve decision-making and reduce rework by ensuring that work is coordinated and installed correctly the first time. • Collaboration.
Item 1. Business. Overview Our mission is to connect everyone in construction on a global platform. We are the leading global provider of cloud-based construction management software, and are helping transform one of the oldest, largest, and least digitized industries in the world.
Item 1. Business. Overview Our mission is to connect everyone in construction on a global platform. We are the leading global provider of construction management software, and are helping transform one of the oldest, largest, and least digitized industries in the world.
Our teams partner with our customers and collaborators to understand their needs through focus groups at our innovation labs, trade shows, and conferences, and with customers and collaborators on the jobsite. Our Competition The market for construction management software is competitive and rapidly evolving.
Our teams partner with our customers and collaborators to understand their needs through focus groups at our innovation labs, trade shows, and conferences (including Groundbreak), and with customers and collaborators on the jobsite. Our Competition The market for construction management software is competitive and rapidly evolving.
Our App Marketplace houses over 500 integrations, including to other construction software technology companies. • Enterprise Flexibility. Our platform offers configurable fields and forms, improving the degree of precision with which customers can track data and secure documentation. It also allows customers to create designated workflows to match the approval sequence and processes that are appropriate for their businesses.
Our App Marketplace houses many integrations, including to other construction software technology companies. • Enterprise Flexibility. Our platform offers configurable fields and forms, improving the degree of precision with which customers can track data and secure documentation. It also allows customers to create designated workflows to match the approval sequence and processes that are appropriate for their businesses.
Some of these companies’ products integrate with our platform and are available in our App Marketplace. • accounting software vendors , including providers that offer accounting software and supplement their solutions with project management tools and other offerings, which are often bundled with their accounting solutions as lower-value add-ons. • point solution vendors in various categories, including analytics, bidding, BIM, compliance, and scheduling, among others.
Some of these companies’ products integrate with our platform and are available in our App Marketplace. • accounting software vendors , including providers that offer accounting software and supplement their solutions with project management tools and other offerings, which are often bundled with their accounting solutions as lower-value add-ons. 12 Table of Contents • point solution vendors in various categories, including analytics, bidding, BIM, compliance, and scheduling, among others.
Collaborators have access to relevant project information and product features for the duration of their involvement in a project and are incentivized to become customers, as collaborators do not control what information they get access to, may not be able to access project information after a job is complete, and cannot run their complete portfolio of projects on our 5 Table of Contents platform.
Collaborators have access to relevant project information and product features for the duration of their involvement in a project and are incentivized to become customers, as collaborators do not control what information they get access to, may not be able to access project information after a job is complete, and cannot run their complete portfolio of projects on our platform.
Owners Owners need the ability to plan capital expenditures, accurately estimate project costs, source high-quality general contractors to manage construction work, and track project progress with a high degree of visibility. We help owners save significant time and money by providing financial and operational visibility into their projects.
Owners need the ability to plan capital expenditures, accurately estimate project costs, source high-quality general contractors to manage construction work, and 9 Table of Contents track project progress with a high degree of visibility. We help owners save significant time and money by providing financial and operational visibility into their projects.
Customers typically invite participants to join our platform, including their employees and collaborators, who are other project participants that engage with our platform but do not pay us for such use.
Customers are able to invite project participants to join our platform, including their employees and collaborators, who are other project participants that engage with our platform but do not pay us for such use.
Specialty contractors For specialty contractors to be successful, it is imperative that they are able to effectively track and manage their crews, materials, equipment, and cash flow.
In order for specialty contractors to be successful, it is imperative that they are able to effectively track and manage their crews, materials, equipment, and cash flow.
Platform capabilities like our open application programming interfaces and our application marketplace (“App Marketplace”) allow customers to integrate our products with their internal systems.
Platform capabilities like our application programming interfaces (“APIs”) and our application marketplace (“App Marketplace”) allow customers to integrate our products with their internal systems.
Given mistakes not only impact the progress of the project but also expose workers to safety risks, the need for mobile collaboration solutions and timely access to instructions, designs, documentation, and reporting is becoming increasingly critical for managing and optimizing a dispersed workforce. • Stakeholder dynamics are complex.
Given mistakes not only impact the progress of the project but also expose workers to safety risks, the need for mobile collaboration solutions and timely access to instructions, designs, documentation, and reporting has become increasingly critical for managing and optimizing a dispersed workforce. • Stakeholder dynamics are complex.
These products enable collaboration, information transmission and storage, and safety regulation compliance for teams on the jobsite and in the back office. Users have the ability to log critical information, track project progress, and escalate issues for approvals from the correct team members.
These products enable collaboration, information transmission and storage, and safety regulation compliance for teams on the jobsite and in the back office. Users have the ability to log critical information, track project progress, 7 Table of Contents and escalate issues for approvals from the correct team members.
In the future, we have the potential to monetize additional adjacent stakeholders, including a broad set of industry participants who are potential customers of our existing products and services and those whom we plan to address with targeted new products and services over time.
We have the potential to monetize additional adjacent stakeholders, including a broad set of industry participants who are potential customers of our existing products and services and those whom we may address with targeted new products and services over time.
Many of the point solutions these vendors provide integrate with our platform and are available in our App Marketplace. • in-house specialized tools or processes built by or for existing or prospective customers. 12 Table of Contents Our Employees and Human Capital Resources People are our most vital asset in building and growing our business.
Many of the point solutions these vendors provide integrate with our platform and are available in our App Marketplace. • in-house specialized tools or processes built by or for existing or prospective customers. Our Employees and Human Capital Resources At Procore, people are our most vital asset in building and growing our business.
As of December 31, 2024, 2023, and 2022, the number of customers on our platform was 17,088, 16,367, and 14,488, respectively, reflecting year-over-year growth rates of 4% in 2024 and 13% in 2023. Our total customer count is heavily influenced by the number of small- and medium-sized business (“SMB”) customers we add in a given period.
As of December 31, 2025, 2024, and 2023, the number of customers on our platform was 17,850, 17,088, and 16,367, respectively, reflecting year-over-year growth rates of 4% in 2025 and 4% in 2024. Our total customer count is heavily influenced by the number of small- and medium-sized business (“SMB”) customers we add in a given period.
We deliver multi-touch marketing efforts across all stages of the customer journey, from awareness and consideration to purchase, retention, and advocacy. Marketing activities are connected to our sales pipeline, resulting in product demonstration requests and sales opportunities. As a key part of our brand-building efforts, we host industry events.
We deliver multi-touch marketing efforts across all stages of the customer journey, from awareness and consideration to purchase, retention, and advocacy. Marketing activities are connected to our sales pipeline, resulting in product demonstration requests and sales opportunities. As a key part of our brand-building efforts, we host industry and customer events, including Groundbreak, our annual construction technology conference.
Despite macroeconomic challenges, we have seen an increase in the number of customers that contributed more than $100,000 of annual recurring revenue (“ARR”), which was 2,333, 2,008, and 1,576 as of December 31, 2024, 2023, and 2022, respectively, reflecting year-over-year growth rates of 16% in 2024 and 27% in 2023.
Despite macroeconomic challenges, we have seen an increase in the number of customers that contributed more than $100,000 of annual recurring revenue (“ARR”), which was 2,710, 2,333, and 2,008 as of December 31, 2025, 2024, and 2023, respectively, reflecting year-over-year growth rates of 16% in 2025 and 16% in 2024.
Our platform allows users to connect projects across accounts and share project information with other team members. Our Collaborations platform capabilities include Connectability, 8 Table of Contents which helps customers streamline construction projects, enhance productivity, and reduce errors by syncing the latest drawings across projects and teams and storing project information in one place. • Document Management.
Our platform allows users to connect projects across accounts and share project information with other team members. Our Collaboration platform capabilities include Connectability, which helps customers streamline construction projects, enhance productivity, and reduce errors by syncing the latest drawings across projects and teams and storing project information in one place. • Document Management.
Our Intellectual Property We rely on trademarks, patents, copyrights, trade secrets, license agreements, intellectual property assignment agreements, confidentiality procedures, non-disclosure agreements, and employee invention assignment agreements to establish and protect our proprietary rights. As of December 31, 2024, we had 80 issued patents in the U.S. and 93 pending patent applications in the U.S.
Our Intellectual Property We rely on trademarks, patents, copyrights, trade secrets, license agreements, intellectual property assignment agreements, confidentiality procedures, non-disclosure agreements, and employee invention assignment agreements to establish and protect our proprietary rights. As of December 31, 2025, we had 107 issued patents in the U.S. and 90 pending patent applications in the U.S.
Customers that contributed more than $100,000 of ARR represented 63%, 60%, and 57% of total ARR in each of the annual periods ending December 31, 2024, 2023, and 2022, respectively.
Customers that contributed more than $100,000 of ARR represented 66%, 63%, and 60% of total ARR in each of the annual periods ending December 31, 2025, 2024, and 2023, respectively.
Customers that contributed more than $1,000,000 of ARR represented 17%, 14%, and 12% of total ARR in each of the annual periods ending December 31, 2024, 2023, and 2022, respectively.
Customers that contributed more than $1,000,000 of ARR represented 20%, 17%, and 14% of total ARR in each of the annual periods ending December 31, 2025, 2024, and 2023, respectively.
Additionally, we had 3 issued patents in foreign countries, 28 pending patent applications in foreign countries, as well as 6 pending international patent applications that preserve our right to file additional foreign patent applications in the future, as of such date. Our issued patents in the U.S. will expire between 2034 and 2043.
Additionally, we had 13 issued patents in foreign countries, 28 pending patent applications in foreign countries, as well as 7 pending international patent applications that preserve our right to file additional foreign patent applications in the future, as of such date. Our issued patents in the U.S. will expire between 2034 and 2046.
For additional information, see the section titled “Risk Factors—Risks Related to Our Intellectual Property—Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets and otherwise materially adversely affect our business, financial condition, results of operations, and prospects.” Government Regulations We are, and may become, subject to a number of U.S. federal and state, as well as numerous foreign, laws and regulations that involve matters important to our business, including in connection with our pursuit of Federal Risk and Authorization Management Program (“FedRAMP”) authorization.
For additional information, see the risk factor titled “Risk Factors—Risks Related to Our Intellectual Property—Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets and otherwise materially adversely affect our business, financial condition, results of operations, and prospects.” Government Regulations We are, and may become, subject to a number of U.S. federal and state, as well as numerous foreign, laws and regulations that involve matters important to our business.
In order to create a centralized hub for construction project information, we have developed an extensible platform that connects our customers’ business applications, people, devices, and data. Our platform capabilities include: • Artificial Intelligence (“AI”).
In order to create a centralized hub for construction project information, we have developed an extensible platform that connects our customers’ business applications, people, devices, and data.
In short, we build the software for the people that build the world. We have established our leading market position by focusing on serving the unique needs of the construction industry. We work directly with stakeholders to develop the products and services they need and to provide high-quality support, available to all users at no additional charge.
We have established our leading market position by focusing on serving the unique needs of the construction industry. We work directly with stakeholders to develop the products and services they need and to provide high-quality support, available to all users at no additional charge.
The number of customers that contributed more than $1,000,000 of ARR was 86, 62, and 47 as of December 31, 2024, 2023, and 2022, respectively, reflecting year-over-year growth rates of 39% in 2024 and 32% in 2023.
The number of customers that contributed more than $1,000,000 of ARR was 115, 86, and 62 as of December 31, 2025, 2024, and 2023, respectively, reflecting year-over-year growth rates of 34% in 2025 and 39% in 2024.
For a discussion of risks related to these various areas of government regulation, see “Risk Factors—Our business is subject to a wide range of laws and regulations, many of which are evolving, and our failure to comply with such laws and regulations could materially adversely affect our business, financial condition, results of operations, and prospects” and “Risk Factors—Increased government scrutiny of the technology industry generally, or our operations specifically, could negatively affect our business." 13 Table of Contents Corporate Information We were incorporated as Butterfly Lane, Inc. in California in January 2002, and changed our name to Procore Technologies, Inc. in May 2002.
For a discussion of risks related to these various areas of government regulation, see “Risk Factors—Sales to governmental entities, customers reliant on government funding, and other government contractors are subject to a number of additional challenges and risks,” “Risk Factors—Our business is subject to a wide range of laws and regulations, many of which are evolving, and our failure to comply with such laws and regulations could materially adversely affect our business, financial condition, results of operations, and prospects,” and “Risk Factors—Increased government scrutiny of the technology industry generally, or our operations specifically, could negatively affect our business.” 13 Table of Contents Corporate Information We were incorporated as Butterfly Lane, Inc. in California in January 2002, and changed our name to Procore Technologies, Inc. in May 2002.
By using these products, customers can create detailed productivity records that can be referenced during the bidding process. • Financial Management .
Customers can use these products to create detailed productivity records that can be referenced during the bidding process. • Financial Management .
We believe our expertise in construction and close relationship with our customers and collaborators enable us to deliver easy-to-use and feature-rich products, specifically tailored to solve the problems of the industry’s key stakeholders and help them manage their businesses more effectively. Our products are offered à la carte and are integrated into our cloud-based platform.
We believe our expertise in construction and close relationship with our customers and collaborators enable us to deliver easy-to-use and feature-rich products, specifically tailored to solve the problems of the industry’s key stakeholders and help them manage their businesses more effectively.
Specialty contractors, commonly referred to as subcontractors, are hired by general contractors for their specialized skills, such as mechanical, electrical, plumbing, roofing, or concrete trades, and perform the vast majority of construction work, including sourcing materials. The construction industry has four defining characteristics: • Construction is a custom business.
Specialty contractors Specialty contractors, commonly referred to as subcontractors, are hired by general contractors for their specialized skills, such as mechanical, electrical, plumbing, roofing, or concrete trades, and perform the vast majority of construction work, including sourcing materials.
We plan to hire sales and customer experience teams and expand our presence in certain countries where we already operate, as well as pursue a presence in new geographies. • Extend our industry connectivity and our position as a trusted brand.
We plan to continue to hire sales and customer experience teams and expand our presence in certain countries where we already operate, as well as pursue a presence in new geographies. • Extend our industry connectivity and our position as a trusted brand. We believe there are powerful network effects to our business.
We have developed a cloud-based platform to allow general 9 Table of Contents contractors to manage their projects from a smart device in their hand, with the goal of facilitating exceptional teamwork, reducing costly rework, mitigating risk, and improving profit margins.
Our cloud-based platform allows general contractors to manage their projects from a smart device in their hand, with the goal of facilitating exceptional teamwork, reducing costly rework, mitigating risk, and improving profit margins.
We generated revenue of $1,151.7 million in 2024, $950.0 million in 2023, and $720.2 million in 2022, representing year-over-year growth of 21% in 2024 and 32% in 2023. We had net losses of $106.0 million in 2024, $189.7 million in 2023, and $286.9 million in 2022. Our Industry We serve the construction industry ecosystem, which is highly fragmented and specialized.
We generated revenue of $1.3 billion in 2025, $1.2 billion in 2024, and $1.0 billion in 2023, representing year-over-year growth of 15% in 2025 and 21% in 2024. We had net losses of $100.8 million in 2025, $106.0 million in 2024, and $189.7 million in 2023. Our Industry We serve the construction industry ecosystem, which is highly fragmented and specialized.
Our Preconstruction products, including Estimating, Bid Management, 2D/3D Takeoff, Design Coordination, and Prequalification, facilitate collaboration between internal and external stakeholders during the takeoff, planning, budgeting, estimating, bidding, design, and partner selection phases of a construction project.
Our Preconstruction products, including Estimating, Bid Management, 2D/3D Takeoff, Design Coordination, and Prequalification, facilitate collaboration between internal and external stakeholders during the takeoff, planning, budgeting, estimating, bidding, design, and partner selection phases of a construction project. Our products are designed to help reduce financial and operational risk across key stakeholders before construction begins. • Project Execution .
Thereafter, collaborators have an incentive to become customers so that they can manage their complete portfolio of projects on our platform, use our products to improve their business processes, and maintain ownership of project data.
Thereafter, collaborators have an incentive to become customers so that they can manage their complete portfolio of projects on our platform, use our products to improve their business processes, and maintain ownership of project data. For example, Procore Connect enables customers to share project information across different accounts, allowing for project information to remain in sync. • Products.
We are also continuing to develop other programs and services to address related challenges faced by the construction industry’s key stakeholders. Adoption of our products, services, and platform helps our customers increase productivity and efficiency, reduce rework and costly delays, improve safety and compliance, and enhance financial transparency and accountability.
We also continue to develop other products and services to address related challenges faced by the construction industry’s key stakeholders. Our products, services, and platform help our customers increase productivity and efficiency, reduce rework and costly delays, improve safety and compliance, and enhance financial transparency and accountability. In short, we build the software for the people that build the world.
We plan to continue to invest in technology innovation, product development, and platform capabilities. • Acquire new customers. We believe the market for construction technology and collaboration tools is in its early phases of adoption.
We plan to continue to invest in technology innovation, product development, and platform capabilities. We believe we have a compelling opportunity to drive growth through our AI strategy, including through our agentic AI solutions. • Acquire new customers. We believe the market for construction technology and collaboration tools is still in its early phases of adoption.
Our platform gives customers the ability to generate deep insights from aggregated data across all projects, various products, and integrated accounting software. Customers can track trends and conduct analysis using pre-built reports, all of which are customizable to suit individual customer needs. • Building Information Modeling (“BIM”).
(d/b/a Datagrid) (“Datagrid”), we also provide standalone AI functionality powered by the Datagrid engine. • Analytics & Insights. Our platform gives customers the ability to generate deep insights from aggregated data across all projects, various products, and integrated accounting software. Customers can track trends and conduct analysis using pre-built reports, all of which are customizable to suit individual customer needs.
Our customer support team provides live support to all users at no additional cost, as well as numerous online resources. We also provide optional professional services at an extra cost to support customers who are implementing new product solutions or who need ongoing guidance with their product subscriptions. • Data.
We also provide optional professional services at an extra cost to support customers who are implementing new product solutions or who need ongoing guidance with their product subscriptions. • Data.
We offer over 500 integrations, including accounting, document management, and scheduling software, which provide our users with choice and flexibility, and demonstrably increase the stickiness of our platform as we aim to become the construction industry’s system of record.
We offer many categories of integrations, including accounting, document management, and scheduling software, which provide our users with choice and flexibility, and increase the stickiness of our platform as a critical system of record and collaboration for the construction industry.
We are also adding new product and technical specialists to our GTM teams, who we believe can add value for our customers by matching the evolving needs of our customers’ diverse buyer personas with our products and services, and helping our customers understand and implement the full potential of our platform.
We added new product and technical specialists to our GTM teams to match the evolving needs of our customers’ diverse buyer personas with our products and services and to help our customers understand and implement the full potential of our platform.
To help our customers address the variable nature of their construction volume, we offer (a) annual subscription contracts with construction volume over a one-year period; (b) multi-year subscription contracts with construction volume measured over successive one-year periods; and (c) pooled volume contracts with fixed flat annual fees based on construction volume measured over multiple years (typically, two- or three-year periods).
We primarily sell our products on a subscription basis for a fixed fee with pricing generally based on the number and mix of products a customer subscribes to and the fixed aggregate dollar volume of construction work contracted to run on our platform annually, which we refer to as “annual construction volume.” To help our customers address the variable nature of their construction volume, we offer (a) annual subscription contracts with construction volume over a one-year period; (b) multi-year subscription contracts with construction volume measured over successive one-year periods; and (c) pooled volume contracts with fixed flat annual fees based on construction volume measured over multiple years (typically, two- or three-year periods).
We plan to drive additional spend from existing customers by upselling construction volume, cross-selling additional existing products and services, and offering new products and services that address additional customer needs. • Expand internationally. We believe there is a global need for construction management software and that the global market is currently underpenetrated, representing a significant opportunity.
We plan to drive additional spend from existing customers by upselling construction volume, cross-selling additional existing products and services, and offering new products and services that address additional customer needs. • Expand internationally.
Although we do not charge a per-seat or per-user fee, multiple participants can be customers on the same project, which allows each of them to retain access to project information for the duration of their subscription and allows us to receive revenue from multiple customers on the same project.
Multiple participants can be customers on the same project, which allows each of them to manage their own discrete workflows for the project and retain access to project information for the duration of their subscription while allowing us to receive revenue from multiple customers on the same project independent of seat count.
Our platform provides regional locations for our global cloud infrastructure that allow customers to store and manage their data locally, closer to their business while driving availability, observability, and reliability.
Our platform provides regional locations for our global cloud infrastructure that allow customers to store and manage their data locally, closer to their business while driving availability, observability, and reliability. Our Customers We serve customers ranging from small businesses managing a few million dollars of annual construction volume to global enterprises managing billions of dollars of annual construction volume.
Our four integrated product categories—Preconstruction, Project Execution, Resource Management, and Financial Management—automate workflows, provide timely visibility, offer advanced analytics, and support collaboration across key stages of the construction project lifecycle. Each of our products can be accessed from the office or the jobsite on computers, smartphones, and tablets, enabling users to work wherever the job requires.
Our four integrated product categories—Preconstruction, Project Execution, Resource Management, and Financial Management—automate workflows, provide timely visibility, offer advanced analytics, and support collaboration across key stages of the construction project lifecycle.
We believe our unique access to data through our platform will allow our team to assess construction risk faster and more accurately than traditional methods, and our goal is to use such data to scale and automate our product offerings. 10 Table of Contents Our Growth Strategy We intend to leverage our existing products and industry presence to establish our products, services, and platform as the industry standard in construction, both domestically and internationally.
We believe our unique access to data through our platform will allow our team to assess construction risk faster and more accurately than traditional methods, and our goal is to use such data to scale and automate our product offerings.
Completing a project safely, on time, and within budget requires effective collaboration between stakeholders across workstreams, sharing information in a timely and effective manner, and navigating increasing contractual and regulatory complexity. Our customers include key stakeholders in the construction ecosystem, such as: • Owners.
Completing a project safely, on time, and within budget requires effective collaboration between stakeholders 6 Table of Contents across workstreams, sharing information in a timely and effective manner, and navigating increasing contractual and regulatory complexity. The construction industry has four defining characteristics: • Construction is a custom business.
Research and Development Our research and development organization is responsible for the development and delivery of new features and products for our platform, and the continued improvement, maintenance, and support of our existing products, platform, and cloud infrastructure.
Our engagement with these leading events affords us the ability to connect directly with our customers, collaborators, and the broader construction industry. Research and Development Our research and development organization is responsible for the development and delivery of new features and products for our platform, and the continued improvement, maintenance, and support of our existing products, platform, and cloud infrastructure.
Our existing integrations with App Marketplace partners like these streamline the integration of their solutions into our platform post-acquisition and allow us to quickly deliver a seamless customer experience across our platform.
(“Unearth”), a geographic information systems asset management platform, in 2023, all of which were existing App Marketplace partners. Our existing relationships with such App Marketplace partners help streamline 11 Table of Contents the integration of their solutions into our platform post-acquisition and allow us to quickly deliver a seamless customer experience across our platform.
General contractors are also compelled to perform duplicate data entry in disparate systems and are accustomed to dealing with invoicing errors, information silos, and disconnected point solutions.
Inadequate information flows, such as not providing specialty contractors with the latest set of plans, can result in costly project delays, overages, and unfulfilled expectations. General contractors are also compelled to perform duplicate data entry in disparate systems and are accustomed to dealing with invoicing errors, information silos, and disconnected point solutions.
Our compensation and benefits offerings are competitively designed to attract, reward, and retain talented individuals to drive our business forward. We evaluate these offerings on a regular basis, adjusting as needed. As of December 31, 2024, we had 4,203 full-time employees, with 3,221 based in the U.S. and 982 based in our international locations.
We invest in our employees with a broad range of benefits, well-being, and development programs to help them thrive. Our offerings are competitively designed to attract, reward, and retain the talented individuals who power our business forward. As of December 31, 2025, we had 4,421 full-time employees, with 3,075 based in the U.S. and 1,346 based in our international locations.
Furthermore, SMB customers represent a small portion of our total ARR, whereas Enterprise and Mid Market customers represent the vast majority of our total ARR. As a result, we believe the better metric to assess our business performance is the growth in the number of customers that contributed more than $100,000 of ARR.
SMB customers represent a small portion of our total ARR, whereas Enterprise and Mid Market customers represent the vast majority of our total ARR. For that reason, we do not believe our total customer count is an accurate representation of our business performance and plan to discontinue the disclosure of total customer count starting in 2026.
The key elements of our strategy to accomplish these objectives are as follows: • Maintain and advance our technology leadership. We believe that the investments we have made in research and development to build our technology have been core differentiators of our products and platform.
Our Growth Strategy We intend to leverage our existing products and industry presence to establish our products, services, and platform as the industry standard in construction, both domestically and internationally. The key elements of our strategy to accomplish these objectives are as follows: • Maintain and advance our technology leadership.
In addition, we plan to continue to invest in growing our brand and expanding on our key community and user initiatives. • Pursue targeted acquisitions. Our acquisition strategy primarily focuses on accelerating our product roadmap through tuck-in acquisitions of smaller companies, some of which are from our App Marketplace and already integrated with the Procore platform.
Our acquisition strategy primarily focuses on accelerating our product roadmap through tuck-in acquisitions of smaller companies, many of which are from our App Marketplace and already integrated with the Procore platform. Our App Marketplace provides us with visibility into our customers’ interactions with many third-party integrations and provides a pipeline for potential future acquisitions.
Our AI platform capabilities include Copilot, an AI-powered assistant that acts as a central hub and conversational interface enabling users to interact with and retrieve project-specific information and status, and Insights, which analyzes industry, company, and project data within our platform in order to provide timely and contextual advice to users by identifying trends and predicting potential project risks. • Analytics.
We also offer Insights, which analyzes industry, company, and project data 8 Table of Contents within our platform in order to provide timely and contextual advice to users by identifying trends and predicting potential project risks. • BIM.
All aforementioned customer counts exclude customers acquired from business combinations that do not have standard Procore annual contracts.
We began to disclose this metric on a quarterly basis starting in the second fiscal quarter of 2024 and plan to continue sharing this metric on a quarterly basis going forward. All aforementioned customer counts exclude customers acquired from business combinations that do not have standard Procore annual contracts.
Once a project is 6 Table of Contents completed, owners are responsible for operating, leasing, or selling the structure, or outsourcing such processes to a third party. • General contractors. General contractors coordinate the construction project and fulfill the demands of owners while simultaneously maintaining oversight and responsibility for specialty contractors and other vendors. • Specialty contractors.
General contractors General contractors coordinate the construction project and fulfill the demands of owners while simultaneously maintaining oversight and responsibility for specialty contractors and other vendors. General contractors often manage their businesses with small profit margins, with little room for error.
We believe there are powerful network effects to our business, and to capitalize on these effects we intend to focus on driving higher engagement with customers, collaborators, and the broader construction community. We will continue to invest in expanding our ecosystem, developing new partnerships, and supporting more integrations.
We will continue to invest in expanding our ecosystem, developing new partnerships, and supporting more integrations. In addition, we plan to continue to invest in growing our brand and expanding on our key community and user initiatives. • Pursue targeted acquisitions.
In July 2024 we began to evolve our GTM operating model by, among other things, transitioning to a general manager model, with general managers for our North America, Europe, Asia-Pacific, and Middle East 11 Table of Contents regions and our public sector business, each of whom is empowered to assess and deploy the appropriate strategies and tactics for customers within their respective regions.
In July 2024 we began to evolve our GTM operating model by, among other things, transitioning to a general manager model.
For example, we acquired Intelliwave Technologies Inc. (“Intelliwave”), a construction materials management company, in 2024, and Unearth Technologies, Inc. (“Unearth”), a geographic information systems asset management platform, in 2023, both of which were existing App Marketplace partners.
For example, we acquired Datagrid, a leader in agentic AI solutions for the construction industry, in 2026, Flypaper Technologies, Inc., a company that developed a BIM coordination tool for the construction industry, in 2025, Intelliwave Technologies Inc. (“Intelliwave”), a construction materials management company, in 2024, and Unearth Technologies, Inc.
We are also proud to have been able to maintain our culture as our business has grown, which is based on three core values: openness, ownership, and optimism. We believe that these three core values are foundational to building a high-performing, engaged organization where our employees feel empowered to deliver exceptional results while growing their careers.
Grounded in our three core values — openness, ownership, and optimism — our culture empowers our teams with the tools to grow and thrive while making a real impact for our customers and communities. It is the foundation of a high-performing, engaged organization, where employees can deliver exceptional results while building impactful careers.
Removed
We primarily sell our products on a subscription basis for a fixed fee with pricing generally based on the number and mix of products a customer subscribes to and the fixed aggregate dollar volume of construction work contracted to run on our platform annually, which we refer to as annual construction volume.
Added
In February 2026, we began offering customers access to our products in four bundled packages—Project Execution, Cost Management, Resource Management, and Project Lifecycle Management—each of which consists of tiers that offer different levels of access to our products. We also offer agentic AI capabilities to automate workflows across the entire construction lifecycle.
Removed
Our products are designed to help reduce financial and operational risk across key stakeholders before construction begins. 7 Table of Contents • Project Execution .
Added
We offer access to our 5 Table of Contents products on a per-user basis to certain of our owner customers who have preferred to purchase access on a per-user basis.
Removed
We are developing capabilities that will allow customers to leverage AI in our platform to help increase productivity, reduce risks, and deliver projects on time and within budget.
Added
We believe the better metric to assess our business performance is the growth in the number of customers that contributed more than $100,000 of ARR, which has grown from 650 at the time of our IPO to more than 2,700 customers today.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor example, any failure by a third-party processor to comply with applicable law, regulations, or contractual obligations could result in adverse consequences for us, including our inability to, or interruption in our ability to, operate our business and proceedings against us by governmental entities or others. 25 Table of Contents If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences, including, but not limited to, government enforcement actions (e.g., investigations, audits, inspections, fines, and penalties), litigation (including class-related claims), additional reporting requirements and oversight, restrictions or bans on processing personal data, orders to destroy or not use personal data, the imprisonment of company officials, the inability to operate in certain jurisdictions, limited ability to develop or commercialize our products and services, loss of revenue or profits, loss of customers or sales (including a decline in customer subscription renewals), interruptions or stoppages in or modifications to our operations, negative publicity (including public statements against us by consumer advocacy groups or others), and reputational harm, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.
Biggest changeIf we or the third parties with whom we work fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences, including government enforcement actions (e.g., investigations, audits, inspections, fines, and penalties), litigation (including class-related claims), additional reporting requirements and oversight, restrictions or bans on processing personal data, orders to destroy or not use personal data, the imprisonment of company officials, the inability to operate in certain jurisdictions, limited ability to develop or commercialize our products and services, loss of revenue or profits, loss of customers or sales (including a decline in customer subscription renewals), interruptions or stoppages in or modifications to our operations, negative publicity (including public statements against us by consumer advocacy groups or others), and reputational harm, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.
If our investments in engineering and product development do not accurately anticipate user demand or if we fail to develop our products, features, or capabilities in a manner that satisfies customer needs in a timely and cost-effective manner, we may fail to retain our existing customers or increase demand for our products, which could materially adversely affect our business, financial condition, results of operations, and prospects.
If our investments in engineering and product development do not accurately anticipate user demand or if we fail to develop products, features, or capabilities in a manner that satisfies customer needs in a timely and cost-effective manner, we may fail to retain our existing customers or increase demand for our products, which could materially adversely affect our business, financial condition, results of operations, and prospects.
We generate substantially all of our revenue from subscriptions to access our products. We recognize revenue ratably over the term of the subscription, beginning on the date that access to our products is made available to our customer. Our subscriptions generally have annual or multi-year terms.
We generate substantially all of our revenue from subscriptions to access our products. We recognize revenue ratably over the term of the subscription, beginning on the date that access to our products is made available to the customer. Our subscriptions generally have annual or multi-year terms.
We employ a shared responsibility model where our customers are responsible for using, configuring, and otherwise implementing security measures related to our products, services, and platform, and products in a manner that meets applicable cybersecurity standards, complies with laws, and addresses their information security risk.
We employ a shared responsibility model where our customers are responsible for using, configuring, and otherwise implementing security measures related to our products, services, and platform in a manner that meets applicable cybersecurity standards, complies with laws, and addresses their information security risk.
The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions, which are generally required to be computed on an arm’s-length basis pursuant to intercompany arrangements, or may disagree with our determinations as to the income and expenses attributable to specific jurisdictions.
The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions, which generally are required to be computed on an arm’s-length basis pursuant to intercompany arrangements, or may disagree with our determinations as to the income and expenses attributable to specific jurisdictions.
Additional data privacy and security laws have also been proposed at the federal, state, and local levels in recent years, which could further complicate compliance efforts. As we continue to expand globally, our obligations related to data protection will increase. Outside the U.S., an increasing number of laws, regulations, and industry standards apply to data privacy and security.
Additional data privacy and security laws have also been proposed at the federal, state, and local levels in recent years, which could complicate compliance efforts. As we continue to expand globally, our obligations related to data protection will increase. Outside the U.S., an increasing number of laws, regulations, and industry standards apply to data privacy and security.
Additionally, certain privacy laws extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision-making, which may complicate our use of AI, lead to regulatory fines or penalties, be incompatible with our use of AI, require us to change our business practices, retrain our AI, or prevent our use of AI.
Certain privacy laws extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision-making, which may complicate our use of AI, lead to regulatory fines or penalties, be incompatible with our use of AI, require us to change our business practices, retrain our AI, or prevent our use of AI.
We expect that we will continue to need intensive sales efforts to educate prospective customers about the uses and benefits of our construction management software and services, and we may have difficulty convincing prospective customers of the value of adopting our products and services. We plan to continue expanding our sales force, both domestically and internationally.
We expect that we will continue to need intensive sales and marketing efforts to educate prospective customers about the uses and benefits of our construction management software and services, and we may have difficulty convincing prospective customers of the value of adopting our products and services. We plan to continue expanding our sales force, both domestically and internationally.
Risks Related to Our Employees and Culture If we lose key management personnel or if we are unable to retain or hire additional qualified personnel, we may not be able to achieve our strategic objectives and our business, financial condition, results of operations, and prospects could be materially adversely affected.
Risks Related to Our Employees and Culture If we lose key management personnel or if we are unable to retain or hire qualified personnel, we may not be able to achieve our strategic objectives and our business, financial condition, results of operations, and prospects could be materially adversely affected.
Our use of third-party open source software could negatively affect our ability to sell subscriptions to access our products and subject us to possible litigation. From time to time, companies that use third-party open source software have faced claims challenging the use of such open source software and compliance with the open source software license terms.
Our use of third-party open source software could negatively affect our ability to sell subscriptions to access our products and platform and subject us to possible litigation. From time to time, companies that use third-party open source software have faced claims challenging the use of such open source software and compliance with the open source software license terms.
In addition, in the past we have carried out, and we may in the future carry out, reductions in our workforce to ensure that our resources are aligned to our business strategy. Such reductions in our workforce could negatively impact our reputation as an employer and harm our company culture.
In the past we have carried out, and we may in the future carry out, reductions in our workforce to ensure that our resources are aligned to our business strategy. Such reductions in our workforce could negatively impact our reputation as an employer and harm our company culture.
Our business could be materially adversely affected by changes to tax laws. The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change.
Our business could be materially adversely affected by changes to tax laws. The tax regimes to which we are subject or under which we operate, including income and non-income taxes, are unsettled and may be subject to significant change.
Any claim, lawsuit, proceeding, investigation, inquiry, or request under any of the foregoing could: result in reputational harm, criminal sanctions, consent decrees, and orders preventing us from offering certain features, functionalities, products, or services; limit our access to credit; result in a modification or suspension of our business practices; require us to develop non-infringing or otherwise altered products or technologies; prompt ancillary claims, lawsuits, proceedings, investigations, inquiries, or requests; consume financial and other resources which may otherwise be utilized for other purposes, such as advancing other products and services on our platform; cause a breach or cancellation of certain contracts; or result in a loss of customers, investors, or partners.
Any claim, lawsuit, proceeding, investigation, inquiry, or request under any of the foregoing could: result in reputational harm, criminal sanctions, consent decrees, and orders preventing us from offering certain features, functionalities, products, or services; limit our access to credit; result in a modification or suspension of our business practices; require us to develop non-infringing or otherwise altered products or technologies; prompt ancillary claims, lawsuits, proceedings, investigations, inquiries, or requests; consume financial and other 30 Table of Contents resources which may otherwise be utilized for other purposes, such as advancing other products and services on our platform; cause a breach or cancellation of certain contracts; or result in a loss of customers, investors, or partners.
If a court were to find either exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business. 44 Table of Contents Item 1B. Unresolved Staff Comments. None.
If a court were to find either exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business. 45 Table of Contents Item 1B. Unresolved Staff Comments. None.
We, the third parties with which we work, and our customers are subject to a variety of evolving threats, including, but not limited to, social-engineering attacks (including through deep fakes, which may be increasingly difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential harvesting, personnel misconduct or error, break-ins, ransomware attacks, supply chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other IT assets, adware, telecommunications failures, attacks enhanced or facilitated by AI, and other similar threats.
We, the third parties with which we work, and our customers are subject to a variety of evolving threats, including social-engineering attacks (including through deep fakes, which may be increasingly difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential harvesting, personnel misconduct or error, break-ins, ransomware attacks, supply chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other IT assets, adware, telecommunications failures, attacks enhanced or facilitated by AI, and other similar threats.
While we have policies and procedures to facilitate compliance with the FCPA, the 32 Table of Contents Bribery Act, and other anti-corruption, sanctions, anti-bribery, anti-money laundering, and similar laws, we cannot assure you that they will be effective, or that all of our employees, representatives, contractors, partners, agents, intermediaries, or other third parties have taken, or will not take actions, in violation of our policies and procedures and applicable law, for which we may be ultimately held responsible.
While we have policies and procedures to facilitate compliance with the FCPA, the Bribery Act, and other anti-corruption, sanctions, anti-bribery, anti-money laundering, and similar laws, we cannot assure you that they will be effective, or that all of our employees, representatives, contractors, partners, agents, intermediaries, or other third parties have taken, or will not take actions, in violation of our policies and procedures and applicable law, for which we may be ultimately held responsible.
Under current law, our U.S. federal NOLs incurred in taxable years beginning after December 31, 2017 may be carried forward indefinitely, but the ability to utilize such federal NOL carryforwards to offset taxable income is limited to 80% of the current-year taxable income.
Under current law, our U.S. federal NOLs incurred in taxable years beginning after December 31, 2017 may be carried forward indefinitely, but the ability to utilize such federal NOL carryforwards to offset taxable income in a tax year is limited to 80% of the taxable income in such tax year.
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 the evolution of our GTM operating model), macroeconomic conditions, and the maturation of our business.
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.
If we fail to comply with applicable laws or regulations required to maintain money transmitter licenses for Procore Pay, we could be subject to investigations and resulting liability, including governmental fines, restrictions on our business, or other sanctions, or be forced to cease doing business with residents of certain states or territories, forced to change our business practices, required to change our product functionality, or required to obtain additional licenses or regulatory approvals, which could impose additional costs and harm our 33 Table of Contents business.
If we fail to comply with applicable laws or regulations required to maintain money transmitter licenses for Procore Pay, we could be subject to investigations and resulting liability, including governmental fines, restrictions on our business, or other sanctions, or be forced to cease doing business with residents of certain states or territories, forced to change our business practices, required to change our product functionality, or required to obtain additional licenses or regulatory approvals, which could impose additional costs and harm our business.
In addition, our international operations and expansion efforts require considerable management attention and the investment of significant resources, while subjecting us to new risks and increasing certain risks that we already face, including risks associated with: • providing our products, services, and platform in different languages and customizing them to support local requirements; • compliance by us and our partners with applicable international laws and regulations, including laws and regulations with respect to anti-corruption, competition, import and export controls, tariffs, trade barriers, economic sanctions, employment, construction, privacy, data protection and sovereignty, consumer protection, and unsolicited email, and the risk of penalties and fines against us and individual members of management or employees if our practices are deemed to be out of compliance; 19 Table of Contents • recruiting and retaining talented and capable employees outside the U.S., including employees who speak multiple languages and come from a wide variety of different cultural backgrounds and customs, and managing an employee base in jurisdictions with differing employment regulations; • operating in jurisdictions that do not protect intellectual property rights to the same extent as the U.S. and navigating the practical enforcement of such intellectual property rights outside of the U.S.; • political and economic instability, including as a result of the Russia-Ukraine war and the Israel-Hamas war, and a shifting and uncertain geopolitical landscape; • generally longer payment cycles and greater difficulty in collecting accounts receivable; and • higher costs of doing business internationally, including increased accounting, tax, travel, infrastructure, and legal compliance costs, and costs associated with fluctuations in currency exchange rates.
In addition, our international operations and expansion efforts require considerable management attention and the investment of significant resources, while subjecting us to new risks and increasing certain risks that we already face, including risks associated with: • providing our products, services, and platform in different languages and customizing them to support local requirements; • compliance by us and our partners with applicable international laws and regulations, including laws and regulations with respect to anti-corruption, competition, import and export controls, tariffs, trade barriers, economic sanctions, employment, construction, privacy, data protection and sovereignty, consumer protection, and unsolicited communications, and the risk of penalties and fines against us and individual members of management or employees if our practices are deemed to be out of compliance; • recruiting and retaining talented and capable employees outside the U.S., including employees who speak multiple languages and come from a wide variety of different cultural backgrounds and customs, and managing an employee base in jurisdictions with differing employment regulations; • operating in jurisdictions that do not protect intellectual property rights to the same extent as the U.S. and navigating the practical enforcement of such intellectual property rights outside of the U.S.; • political and economic instability, including as a result of the Russia-Ukraine war and other international conflicts, and a shifting and uncertain geopolitical landscape; • generally longer payment cycles and greater difficulty in collecting accounts receivable; and • higher costs of doing business internationally, including increased accounting, tax, travel, infrastructure, and legal compliance costs, and costs associated with fluctuations in currency exchange rates.
If 40 Table of Contents we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities.
If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities.
Our issued patents in the U.S. will expire between 2034 and 2043. We continually review our development efforts to assess the existence and patentability of new intellectual property. We have devoted substantial resources to the development of our proprietary technologies and related processes.
Our issued patents in the U.S. will expire between 2034 and 2046. We continually review our development efforts to assess the existence and patentability of new intellectual property. We have devoted substantial resources to the development of our proprietary technologies and related processes.
Frequent or persistent interruptions, including those from increased usage, could cause existing or prospective users to believe that our platform is unreliable, leading them to switch to competitors, which could materially adversely affect our business, financial condition, results of operations, and prospects. Certain of our customer agreements contain specifications regarding the availability and performance of our platform.
Frequent or persistent interruptions, including those from increased usage, could cause existing or prospective users to believe that our platform is unreliable, leading them to switch to competitors, which could materially adversely affect our business, financial condition, results of operations, and prospects. 21 Table of Contents Certain of our customer agreements contain specifications regarding the availability and performance of our platform.
Our platform and the infrastructure on which our platform relies are vulnerable to damage or interruption from macroeconomic factors and geopolitical events, including trends within the construction industry, inflation and responses by governments to address it, interest rate changes, tariffs and trade wars, bank failures, a shifting and uncertain geopolitical landscape, military conflicts or wars (such as the Russia-Ukraine war and the Israel-Hamas war), health epidemics or pandemics (such as the COVID-19 pandemic), and supply chain disruptions, or catastrophic occurrences, including earthquakes, floods, fires, other natural disasters, power loss, telecommunication failures, terrorist attacks, criminal acts, sabotage, and other intentional acts of vandalism and misconduct, or other similar events, each of which could materially adversely affect our business, financial condition, results of operations, and prospects, or the business of our customers, partners, vendors, or the economy as a whole.
Our platform and the infrastructure on which our platform relies are vulnerable to damage or interruption from macroeconomic factors and geopolitical events, including trends within the construction industry, inflation and responses by governments to address it, interest rate changes, tariffs and trade wars, bank failures, a shifting and uncertain geopolitical landscape, military conflicts or wars (such as the Russia-Ukraine war and other international conflicts), health epidemics or pandemics, and supply chain disruptions, or catastrophic occurrences, including earthquakes, floods, fires, other natural disasters, power loss, telecommunication failures, terrorist attacks, criminal acts, sabotage, and other intentional acts of vandalism and misconduct, or other similar events, each of which could materially adversely affect our business, financial condition, results of operations, and prospects, or the business of our customers, partners, vendors, or the economy as a whole.
To the extent that we do not effectively scale our infrastructure to meet the needs of our growing customer base and maintain performance as our customers expand their use of our products, or if our cloud-based server costs were to increase, our business, financial condition, results of operations, and prospects could be materially adversely affected.
To the extent that we 22 Table of Contents do not effectively scale our infrastructure to meet the needs of our growing customer base and maintain performance as our customers expand their use of our products, or if our cloud-based server costs were to increase, our business, financial condition, results of operations, and prospects could be materially adversely affected.
If such third parties or partners are unable to effectively manage their compliance and licensure obligations in connection with the services they 29 Table of Contents provide to us, or choose not to renew agreements with us because of the costs or burden of compliance with such obligations or for any other reason, our users may experience service changes, interruptions, or delays.
If such third parties or partners are unable to effectively manage their compliance and licensure obligations in connection with the services they provide to us, or choose not to renew agreements with us because of the costs or burden of compliance with such obligations or for any other reason, our users may experience service changes, interruptions, or delays.
As a result, such persons or their affiliates on our Board, if any, may have the ability to significantly influence matters submitted to our Board or stockholders for approval, including the appointment of our management, the election and removal of directors, and the approval of any significant transactions (including any merger, consolidation, or sale of all or substantially all of our assets), as well as our management and business affairs.
As a result, such persons or their 43 Table of Contents affiliates on our Board, if any, may have the ability to significantly influence matters submitted to our Board or stockholders for approval, including the appointment of our management, the election and removal of directors, and the approval of any significant transactions (including any merger, consolidation, or sale of all or substantially all of our assets), as well as our management and business affairs.
Even though we use internal data to assess the likelihood of success of introducing new products and services or changes to existing products and services, we may incorrectly calculate such risks or assume undue risks with respect to such products.
Even though we use internal data to assess the likelihood of success of introducing new products, services, pricing, and packaging or changes to existing products, services, pricing, and packaging, we may incorrectly calculate such risks or assume undue risks with respect to such products, services, pricing, and packaging.
The amount of taxes we pay in different jurisdictions may depend on the 37 Table of Contents application of the tax laws of such jurisdictions, including the U.S., to our international business activities, changes in tax rates, new or revised tax laws, or interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements.
The amount of taxes we pay in different jurisdictions may depend on the application of the tax laws of such jurisdictions, including the U.S., to our international business activities, changes in tax rates, new or revised tax laws, or interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements.
Additionally, the foregoing factors, along with other market and industry factors, may cause the market price and demand for our common stock to fluctuate substantially, 42 Table of Contents regardless of our actual operating performance, which may limit or prevent investors from selling their shares at or above the price paid for the shares and may otherwise negatively affect the liquidity of our common stock.
Additionally, the foregoing factors, along with other market and industry factors, may cause the market price and demand for our common stock to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from selling their shares at or above the price paid for the shares and may otherwise negatively affect the liquidity of our common stock.
If we were to receive a claim of non-compliance with the terms of any of these open source licenses, we may be required to publicly release certain 35 Table of Contents portions of our proprietary source code. We could also be required to expend substantial time and resources to re-engineer some or all of our software.
If we were to receive a claim of non-compliance with the terms of any of these open source licenses, we may be required to publicly release certain portions of our proprietary source code. We could also be required to expend substantial time and resources to re-engineer some or all of our software.
As another example, the IRA includes provisions that will impact the U.S. federal income taxation of certain corporations, including imposing a minimum tax on the book income of certain large corporations and a 1% excise tax on the value of certain corporate stock repurchases by publicly traded companies that would be imposed on the company repurchasing such stock.
The IRA includes provisions that will impact the U.S. federal income taxation of certain corporations, including imposing a minimum tax on the book income of certain large corporations and a 1% excise tax on the value of certain corporate stock repurchases by publicly traded companies that would be imposed on the company repurchasing such stock.
Some of these factors include: general awareness of construction management software; availability, functionality, and pricing and packaging of products and services that compete with ours; ease of adoption and use; the reliability, performance, or perceived performance of our products and platform, including interruptions to the use of our 16 Table of Contents products and platform; and the development and awareness of our brand.
Some of these factors include: general awareness of construction management software; availability, functionality, and pricing and packaging of products and services that compete with ours; ease of adoption and use; the reliability, performance, or perceived performance of our products and platform, including interruptions to the use of our 16 Table of Contents products and platform; the development and awareness of our brand; and how we sell our products, services, and platform.
If our IT systems or data, or those of third parties with which we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including, but not limited to, regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse consequences, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.
If our IT systems or data, or those of third parties with which we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse consequences, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.
Even where they do, there can be no assurance that indemnification clauses, limitations of liability, or other protective provisions in our contracts are applicable, enforceable, or sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations.
Our contracts may not contain indemnification, limitations of liability, or other protective provisions. Even where they do, there can be no assurance that indemnification clauses, limitations of liability, or other protective provisions in our contracts are applicable, enforceable, or sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations.
Repurchasing our common stock reduces the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or investments, other business opportunities, and other general corporate projects. We cannot guarantee that the stock repurchase program will be fully or partially consummated.
Repurchasing our common stock reduces the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or investments, other business opportunities, 42 Table of Contents and other general corporate projects. We cannot guarantee that the stock repurchase program will be fully or partially consummated.
In particular, we intend to continue to expend substantial financial and other resources on the following: expanding our sales and marketing and customer success teams, including as part of evolving our GTM operating model, to drive new subscriptions, increase the use of our products, services, and platform by existing customers, and support our international growth; developing our technology infrastructure, including systems architecture, scalability, availability, performance, and data security and privacy; investing in our engineering and product development teams and developing new products, services, and platform functionality; and pursuing strategic acquisition and investment opportunities. 15 Table of Contents These expenditures may not result in increased revenue or profitable growth.
In particular, we intend to continue to expend substantial financial and other resources on the following: expanding our sales and marketing and customer success teams to drive new subscriptions, increase the use of our products, services, and platform by existing customers, and support our international growth; developing our technology infrastructure, including systems architecture, scalability, availability, performance, and data security and privacy; investing in our engineering and product development teams and developing new products, services, and platform functionality; and pursuing strategic acquisition and investment opportunities. 15 Table of Contents These expenditures may not result in increased revenue or profitable growth.
In particular, the value of our portfolio may decline due to changes in interest rates, instability in the global financial markets that reduces the liquidity of securities in our portfolio, and other factors, including unexpected or unprecedented events such as health epidemics or pandemics (including the COVID-19 pandemic).
In particular, the value of our portfolio may decline due to changes in interest rates, instability in the global financial markets that reduces the liquidity of securities in our portfolio, and other factors, including unexpected or unprecedented events such as health epidemics or pandemics.
If we or third parties with which we work experience a security incident or are perceived to have experienced a security incident, we could experience significant consequences, including, but not limited to, government enforcement actions (e.g., investigations, audits, inspections, fines, and penalties), litigation (including class-related claims), additional reporting requirements and oversight, restrictions or bans on processing sensitive information (including personal data and sensitive third-party and customer data), loss of revenue or profits, loss of customers or sales, interruptions or stoppages in or modifications to our operations (including availability of data), indemnification obligations, negative publicity, and reputational harm.
If we or third parties with which we work experience a security incident or are perceived to have experienced a security incident, which has previously occurred, we could experience significant consequences, including government enforcement actions (e.g., investigations, audits, inspections, fines, and penalties), litigation (including class-related claims), additional reporting requirements and oversight, restrictions or bans on processing sensitive information (including personal data and sensitive third-party and customer data), loss of revenue or profits, loss of customers or sales, interruptions or stoppages in or modifications to our operations (including availability of data), indemnification obligations, negative publicity, and reputational harm.
As a result, we anticipate increased sales to large enterprises, owners, and governmental entities will lead to higher upfront sales costs and greater unpredictability, which could materially adversely affect our business, results of operations, financial condition, and prospects.
As a result, we anticipate increased sales to large enterprises, owners, and governmental entities will lead to higher 19 Table of Contents upfront sales costs and greater unpredictability, which could materially adversely affect our business, results of operations, financial condition, and prospects.
Moreover, we have experienced delays 27 Table of Contents in developing and deploying remedial measures and patches designed to address any identified vulnerabilities. Vulnerabilities could be exploited and result in a security incident. Any of the previously identified or similar threats could cause a security incident or other interruption.
Moreover, we have experienced delays in developing and deploying remedial measures and patches designed to address any identified vulnerabilities. Vulnerabilities could be exploited and result in a security incident. Any of the previously identified or similar threats could cause a security incident or other interruption.
Furthermore, we have discovered security issues that were not found during due diligence of such acquired or integrated entities, and it has been and may continue to be difficult to integrate companies into our IT environment and security program.
Furthermore, in the past, we have discovered security issues that were not found during due diligence of such acquired or integrated entities, and it has been, and may continue to be, difficult to integrate companies into our IT environment and security program.
In the U.S., federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws).
In the U.S., federal, state, and local governments have enacted, and may in the future enact, numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws).
In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted or could enact laws that could limit our ability to make available or implement our platform in those countries.
In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted or could enact laws that could limit our ability to 32 Table of Contents make available or implement our platform in those countries.
Any investigations, actions, or sanctions could materially adversely affect our business, financial condition, results of operations, and prospects. Certain of our services subject us to complex and evolving laws and regulations regarding the unauthorized practice of law (“UPL”).
Any investigations, actions, or sanctions could materially adversely affect our business, financial condition, results of operations, and prospects. 33 Table of Contents Certain of our services subject us to complex and evolving laws and regulations regarding the unauthorized practice of law (“UPL”).
In addition, we may inherit commitments, risks, and liabilities of companies that we acquire that we are unable to successfully mitigate and that may be amplified by our existing business. Further, valuations supporting our acquisitions and strategic 36 Table of Contents investments could change rapidly.
In addition, we may inherit commitments, risks, and liabilities of companies that we acquire that we are unable to successfully mitigate and that may be amplified by our existing business. Further, valuations supporting our acquisitions and strategic investments could change rapidly.
During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination is uncertain. We may be audited in various jurisdictions, and such jurisdictions may assess additional taxes against us.
During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination 38 Table of Contents is uncertain. We may be audited in various jurisdictions, and such jurisdictions may assess additional taxes against us.
We had customers running projects in approximately 150 countries as of December 31, 2024, and 15% of our revenue in 2024 was generated from customers outside the U.S. We expect to continue to expand our international presence, which may include opening offices in new jurisdictions and providing our products, services, and platform in additional languages.
We had customers running projects in approximately 160 countries as of December 31, 2025, and 15% of our revenue in 2025 was generated from customers outside the U.S. We expect to continue to expand our international presence, which may include opening offices in new jurisdictions and providing our products, services, and platform in additional languages.
In the future, we may leverage third parties, including intermediaries, agents, and partners, to conduct our business in the U.S. and abroad and to sell subscriptions.
We leverage, and may continue to leverage, third parties, including intermediaries, agents, and partners, to conduct our business in the U.S. and abroad and to sell subscriptions.
Additionally, as we continue to expand our international operations, we will become more exposed to the effects of fluctuations in currency exchange rates. Although the majority of our cash generated from sales is denominated in U.S.
Additionally, as we continue to expand our international operations, we will become more exposed to the effects of fluctuations in currency exchange rates. Although the majority of our cash generated from sales is 20 Table of Contents denominated in U.S.
These factors include our ability to do the following: attract new customers and retain and expand sales of subscriptions to our existing customers; increase sales to owners and specialty contractors, as well as monetize new stakeholders; develop new products and services, further improve our existing products, services, and platform, and expand our App Marketplace with additional integrations; provide our customers and collaborators with support that meets their needs; invest financial and operational resources to support future growth in our customer, collaborator, and third-party relationships; expand our operations domestically and internationally; and retain and motivate existing personnel, and attract, integrate, and retain new personnel, particularly with respect to our sales and marketing and engineering and product development teams.
These factors include our ability to do the following: attract new customers and retain and expand sales of subscriptions to our existing customers; increase sales to owners and specialty contractors, as well as monetize new stakeholders; develop new products and services, further improve our existing products, services, and platform, and evolve our App Marketplace with new offerings and purpose-built APIs; provide our customers and collaborators with support that meets their needs; invest financial and operational resources to support future growth in our customer, collaborator, and third-party relationships; expand our operations domestically and internationally; and retain and motivate existing personnel, and attract, integrate, and retain new personnel, particularly with respect to our sales and marketing and engineering and product development teams.
These provisions include, but are not limited to: • a classified Board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board; • the denial of any right of our stockholders to remove members of our Board except for cause and, in addition to any other vote required by law, upon the approval of not less than two-thirds of the total voting power of all our outstanding voting stock then entitled to vote in the election of directors; • the ability of our Board to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the exclusive right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our Board; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • the requirement that a special meeting of stockholders may be called only by the our Board acting pursuant to a resolution adopted by a majority of our Board, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • the requirement to obtain approval of two-thirds of the then-outstanding voting power of our capital stock in order to make certain amendments to our amended and restated certificate of incorporation; and • advance notice procedures and disclosure requirements with which stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. 43 Table of Contents These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time.
These provisions include: • a classified Board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board; • the denial of any right of our stockholders to remove members of our Board except for cause and, in addition to any other vote required by law, upon the approval of not less than two-thirds of the total voting power of all our outstanding voting stock then entitled to vote in the election of directors; • the ability of our Board to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the exclusive right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our Board; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • the requirement that a special meeting of stockholders may be called only by our Board acting pursuant to a resolution adopted by a majority of our Board, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • the requirement to obtain approval of two-thirds of the then-outstanding voting power of our capital stock in order to make certain amendments to our amended and restated certificate of incorporation; and • advance notice procedures and disclosure requirements with which stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
As a result, we may experience a significant 39 Table of Contents decline in value or loss of liquidity of our investments, which could materially adversely affect our business, financial condition, results of operations, and prospects.
As a result, we may experience a significant decline in value or loss of liquidity of our investments, which could materially adversely affect our business, financial condition, results of operations, and prospects.
The stock repurchase program 41 Table of Contents could also affect the price of our common stock and increase volatility. The existence of our stock repurchase program could cause our stock price to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock.
The stock repurchase program could also affect the price of our common stock and increase volatility. The existence of our stock repurchase program could cause our stock price to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock.
As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our 23 Table of Contents business and ability to provide our products and services.
Such rights may include the right to access, correct, or delete personal data, and to opt out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services.
In addition, federal NOL carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code (the “IRC”), respectively.
In addition, federal NOL carryforwards and certain tax credits may be 39 Table of Contents subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code (the “IRC”), respectively.
If we do not adequately protect our rights in our trademarks from infringement, misappropriation, and unauthorized use, any goodwill that we have developed in those trademarks could be lost 34 Table of Contents or impaired, which could harm our brand and our business.
If we do not adequately protect our rights in our trademarks from infringement, misappropriation, and unauthorized use, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business.
We currently collect and remit applicable indirect taxes in jurisdictions where we, through our employees or economic activity, have a presence and where we have determined, based on applicable legal precedents, that sales of subscriptions to access our products, services, and platform are taxable.
We currently collect and remit applicable indirect taxes in jurisdictions where we, through our employees or economic activity, have a presence, or “nexus,” and where we have determined, based on applicable law, that sales of subscriptions to access our products, services, and platform are taxable.
In particular, the OECD is working on a two-pillar solution to address the tax challenges arising from the digitalization of the economy, commonly referred to as BEPS 2.0, which, to the extent implemented, would make important changes to the international tax system by allocating taxing rights in respect of certain profits of multinational enterprises above a fixed profit margin to the jurisdictions within which they carry on business (subject to certain revenue threshold rules which we do not currently meet but may meet in the future), referred to as the Pillar One proposal, and imposing a minimum effective tax rate on certain multinational enterprises, referred to as the Pillar Two proposal.
In particular, the OECD is working on a two-pillar solution to address the tax challenges arising from the digitalization of the economy, commonly referred to as BEPS 2.0, which has made, and is expected to continue to make, significant changes to the international tax system, including by allocating taxing rights in respect of certain profits of multinational enterprises above a fixed profit margin to the jurisdictions within which they carry on business (subject to certain revenue threshold rules which we do not currently meet but may meet in the future), referred to as the Pillar One proposal, and imposing a minimum effective tax rate on certain multinational enterprises, referred to as the Pillar Two proposal.
Some actors now engage and are expected to continue to engage in cyberattacks including, without limitation, nation-states and nation-state-supported actors for geopolitical reasons and in conjunction with military conflicts and defense activities.
Some actors, including, without limitation, organized criminal threat actors and nation-state-supported actors, now engage and are expected to continue to engage in cyberattacks for geopolitical reasons and in conjunction with military conflicts and defense activities.
For example, the European Union’s (“EU”) General Data Protection Regulation (the “EU’s GDPR”) and the United Kingdom’s (“U.K.”) General Data Protection Regulation (the “U.K.’s GDPR”) impose strict requirements for processing personal data.
For example, the EU’s General Data Protection Regulation (the “EU’s GDPR”) and the United Kingdom’s (“U.K.”) General Data Protection Regulation (the “U.K.’s GDPR”) impose strict requirements for processing personal data.
Additionally, pending and future patent, trademark, and copyright applications may not be approved, and our issued patents may be contested, circumvented, found unenforceable, or invalidated.
Additionally, pending and future patent, trademark, and copyright applications may not be approved, 35 Table of Contents and our issued patents may be contested, circumvented, found unenforceable, or invalidated.
Courtemanche or one or more of our key personnel 22 Table of Contents or members of our management team resign or otherwise cease to provide us with their services, our business, financial condition, results of operations, and prospects could be materially adversely affected.
Gopal or one or more other members of our management team or other key personnel resign or otherwise cease to provide us with their services, our business, financial condition, results of operations, and prospects could be materially adversely affected.
The stock repurchase program does not obligate us to acquire any particular number of shares of our common stock, or any shares at all. The stock repurchase program expires on October 29, 2025, and may be suspended or discontinued at any time at our discretion and without notice.
The stock repurchase program does not obligate us to acquire any particular number of shares of our common stock, or any shares at all. The stock repurchase program expires on November 3, 2026, and may be suspended or discontinued at any time at our discretion and without notice.
Competitors may also develop and introduce new products or entirely new technologies to replace our existing products, including through the use of AI, which could make our platform obsolete or otherwise adversely affect our business.
Competitors may also develop and introduce new products or entirely new technologies to replace our existing products, including through the use of AI, which could make our platform and products obsolete or otherwise materially adversely affect our business, financial condition, results of operations, and prospects.
If any such proceedings are successful, or if we need to settle disputes on terms that are unfavorable to us, we could be required to change our products and business practices, indemnify our customers or business partners, pay substantial settlement costs, or refund fees.
If any such proceedings are successful, or if we need to settle disputes on terms that are unfavorable to us, we could be required to change our products, business practices, employment policies, indemnify our customers or business partners, pay substantial settlement costs, back wages, regulatory fines, or refund fees.
Wayfair, Inc., states and local jurisdictions in certain circumstances may levy sales and use taxes on sales of goods and services based on “economic nexus,” regardless of whether the seller has a physical presence in such jurisdiction. A number of states have already begun, or have positioned themselves to begin, requiring collection of sales and use taxes by online sellers.
States and local jurisdictions in certain circumstances may levy sales and use taxes on sales of goods and services based on “economic nexus,” regardless of whether the seller has a physical presence in such jurisdiction. A number of states have begun requiring collection of sales and use taxes by online sellers.
In Canada, the Personal Information Protection and Electronic Documents Act and various related provincial laws, as well as Canada’s Anti-Spam Legislation, applies to our operations, as does Australia’s Privacy Act 1988.
In Canada, the Personal Information Protection and Electronic Documents Act and various provincial laws, as well as Canada’s Anti-Spam Legislation, applies to our operations.
We have a history of losses, and we may not achieve or maintain profitability in the future. We incurred net losses of $106.0 million in 2024, $189.7 million in 2023, and $286.9 million in 2022. As of December 31, 2024, we had an accumulated deficit of $1.2 billion.
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. As of December 31, 2025, we had an accumulated deficit of $1.3 billion.
Numerous U.S. states, including California, have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data.
Numerous U.S. states, including California, have enacted, and may in the future enact, comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices, affording residents with certain rights concerning their personal data, and stricter requirements for processing certain personal data.
Risks Related to Tax Matters We could be required to collect additional sales and use, value added, goods and services, business, gross receipts, and other indirect tax liabilities in various jurisdictions, which could materially adversely affect our business, financial condition, results of operations, and prospects.
Any of these factors could materially adversely affect our ability to consummate a transaction, and our business, financial condition, results of operations, and prospects. 37 Table of Contents Risks Related to Tax Matters We could be required to collect additional sales and use, value added, goods and services, business, gross receipts, and other indirect tax liabilities in various jurisdictions, which could materially adversely affect our business, financial condition, results of operations, and prospects.
General Risks Related to Our Business and Investing in Our Common Stock If we fail to maintain an effective system of disclosure controls and internal control over our financial reporting, including our acquired companies, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired and our business, financial condition, results of operations, and prospects could be materially adversely affected.
To the extent that we increase the amount of our security investments in the future, these risks could be exacerbated. 40 Table of Contents General Risks Related to Our Business and Investing in Our Common Stock If we fail to maintain an effective system of disclosure controls and internal control over our financial reporting, including our acquired companies, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired and our business, financial condition, results of operations, and prospects could be materially adversely affected.
Threat actors may also gain access to other networks and systems after a compromise of our networks and systems. We rely upon third-party developers, service providers, and technologies to operate critical business systems to process sensitive information in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, encryption and authentication technology, employee email, and other functions.
We rely upon third-party developers, service providers, and technologies to operate critical business systems to process sensitive information in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, encryption and authentication technology, employee email, and other functions.
Failure to remedy any material weaknesses or to maintain effective disclosure controls and internal control over financial reporting could adversely affect investor confidence in our company, causing a decline in our stock price, as well as restrict our future access to capital markets. Such failure could also materially adversely affect our business, financial condition, results of operations, and prospects.
Failure to remedy any material weaknesses or to maintain effective disclosure controls and internal control over financial reporting could adversely affect investor confidence in our 41 Table of Contents company, causing a decline in our stock price, as well as restrict our future access to capital markets.
If we fail to meet our hiring needs, at all or on the timeframes we expect, including in connection with the evolution of our GTM operating model, or if we fail to successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity, and retention could all suffer.
If we fail to meet our hiring needs, at all or on the timeframes we expect, or if we fail to successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity, and retention could all suffer.
While extortion payments have the potential to alleviate the negative impact of a ransomware attack, we may be unwilling or unable to make such payments for a variety of reasons, including, but not limited to, applicable laws or regulations prohibiting such payments.
While extortion payments have the potential to alleviate the negative impact of a ransomware attack, we may be unwilling or unable to make such payments for a variety of reasons.
Our revenue was $1,151.7 million in 2024, $950.0 million in 2023, and $720.2 million in 2022. Our results of operations may fluctuate significantly, which could make our future results difficult to predict and could cause our results of operations to fall below expectations.
Our revenue was $1.3 billion in 2025, $1.2 billion in 2024, and $1.0 billion in 2023. Our results of operations may fluctuate significantly, which could make our future results difficult to predict and could cause our results of operations to fall below expectations.
As of December 31, 2024, we had 80 issued patents in the U.S. and 93 pending patent applications in the U.S. Additionally, we had 3 issued patents in foreign countries, 28 pending patent applications in foreign countries, as well as 6 pending international patent applications that preserve our right to file additional foreign patent applications in the future.
As of December 31, 2025, we had 107 issued patents in the U.S. and 90 pending patent applications in the U.S. Additionally, we had 13 issued patents in foreign countries, 28 pending patent applications in foreign countries, as well as 7 pending international patent applications that preserve our right to file additional foreign patent applications in the future.
On October 29, 2024, our board of directors (our “Board”) authorized a stock repurchase program to repurchase up to $300.0 million of our outstanding common stock.
On November 3, 2025, our board of directors (our “Board”) authorized a stock repurchase program to repurchase up to $300.0 million of our outstanding common stock. Our Board previously authorized a previous stock repurchase program on October 29, 2024, to repurchase up to $300.0 million of our outstanding common stock, which expired on October 29, 2025.
In addition, the limited public float of our common stock may tend to increase the volatility of the trading price of our common stock. As a result of this volatility, you may not be able to sell your common stock at or above the price you paid for your shares.
As a result of this volatility, you may not be able to sell your common stock at or above the price you paid for your shares.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+1 added−1 removed8 unchanged
Biggest changeOur cybersecurity risk assessment and management processes are implemented and maintained by certain members of our management team, including our President of P&T, CDO, and the senior-most 45 Table of Contents employee responsible for cybersecurity management.
Biggest changeA cross-functional cybersecurity steering committee (the “Cybersecurity Committee”), which is comprised of stakeholders across different functions, serves to enhance our cybersecurity governance and oversight. 46 Table of Contents Our cybersecurity risk assessment and management processes are implemented and maintained by certain members of our management team, including our President of P&T, CSO, and the senior-most employee responsible for cybersecurity management.
For a description of the risks from cybersecurity threats that may materially affect us and how they may do so, see our risk factors under the heading “Risk Factors” in Part I of this Annual Report on Form 10-K, including the risk factor titled “If our IT systems or data, or those of third parties with which we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including, but not limited to, regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse consequences, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.” Governance Our Board oversees our enterprise risk management program, including cybersecurity risk.
For a description of the risks from cybersecurity threats that may materially affect us and how they may do so, see our risk factors under the heading “Risk Factors” in Part I of this Annual Report on Form 10-K, including the risk factor titled “If our IT systems or data, or those of third parties with which we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse consequences, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.” Governance Our Board oversees our enterprise risk management program, including cybersecurity risk.
Members of our management team, including our President of P&T, CDO, and the senior-most employee responsible for cybersecurity management, lead our cybersecurity assessment and management processes. Their responsibilities include hiring appropriate personnel, approving budgets, integrating cybersecurity considerations into our risk management strategy, overseeing security-related reports, communicating key priorities, and helping prepare for cybersecurity incidents.
Members of our management team, including our President of P&T, CSO, and the senior-most employee responsible for cybersecurity management, lead our cybersecurity assessment and management processes. Their responsibilities include hiring appropriate personnel, approving budgets, integrating cybersecurity considerations into our risk management strategy, overseeing security-related reports, communicating key priorities, and helping prepare for cybersecurity incidents.
We conduct periodic training to keep personnel informed of cybersecurity threats and to communicate evolving information security policies, standards, processes, and practices. Our cybersecurity incident response and vulnerability management processes are designed to escalate significant cybersecurity incidents to members of management, including to our President of P&T, CDO, the senior-most employee responsible for cybersecurity management, and the Cybersecurity Committee.
We conduct periodic training to keep personnel informed of cybersecurity threats and to communicate evolving information security policies, standards, processes, and practices. Our cybersecurity incident response and vulnerability management processes are designed to escalate significant cybersecurity incidents to members of management, including to our President of P&T, CSO, the senior-most employee responsible for cybersecurity management, and the Cybersecurity Committee.
Our President of P&T, CDO, the senior-most employee responsible for cybersecurity management, and the Cybersecurity Committee work with our incident response team to mitigate and remediate potential issues. These processes include reporting significant cybersecurity threats, risks, and mitigation activities to the Audit Committee and/or the Cybersecurity Committee, as appropriate.
Our President of P&T, CSO, the senior-most employee responsible for cybersecurity management, and the Cybersecurity Committee work with our incident response team to mitigate and remediate potential issues. These processes include reporting significant cybersecurity threats, risks, and mitigation activities to the Audit Committee and/or the Cybersecurity Committee, as appropriate.
Our President, Product and Technology (“President of P&T”), Chief Data Officer (“CDO”), the senior-most employee responsible for cybersecurity management, and other members of our cybersecurity and audit teams, help identify, assess, and manage cybersecurity threats and risks that may affect our business and operations.
Our President, Product and Technology (“President of P&T”), Chief Security Officer (“CSO”), the senior-most employee responsible for cybersecurity management, and other members of our cybersecurity and audit teams, help identify, assess, and manage cybersecurity threats and risks that may affect our business and operations.
The audit committee of our Board (the “Audit Committee”) is responsible for oversight of our cybersecurity risk management processes, and a cross-functional cybersecurity committee (the “Cybersecurity Committee”), which is comprised of members of our management team, reports to the Audit Committee.
The audit committee of our Board (the “Audit Committee”) is responsible for oversight of our cybersecurity risk management processes.
Removed
Our CDO has over 15 years of experience in IT and previously served as the Chief Information and Digital Experience Officer for a home automation company. Prior to that, she held various leadership roles at a computer software company.
Added
Our CSO has over 25 years of information security leadership experience, including as Chief Information Security Officer at a global event technology and ticketing platform and at an enterprise identity governance company. He has also held security leadership roles across software, e-commerce, SaaS, and technology companies of varying scale and maturity.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed0 unchanged
Biggest changeIn addition, we maintain additional offices in the U.S. in Austin, Texas; Willmar, Minnesota; Tampa, Florida; New Orleans, Louisiana; and internationally in Sydney, Australia; Edmonton, Canada; Toronto, Canada; Heredia, Costa Rica; Cairo, Egypt; London, England; Paris, France; Bangalore, India; Pune, India; Dublin, Ireland; Singapore, Republic of Singapore; and Dubai, UAE.
Biggest changeIn addition, we maintain additional offices in the U.S. in Austin, Texas; Tampa, Florida; New Orleans, Louisiana; and internationally in Sydney, Australia; Edmonton, Canada; Toronto, Canada; Heredia, Costa Rica; Cairo, Egypt; London, England; Bangalore, India; Pune, India; Dublin, Ireland; and Dubai, UAE.
We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.
We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our business operations.
Item 2. Properties. Our corporate headquarters are located in Carpinteria, California, where we lease approximately 168,000 square feet of office space pursuant to operating and finance leases that expire between September 2026 and March 2027, with options to renew through March 2037.
Item 2. Properties. Our corporate headquarters are located in Carpinteria, California, where we lease approximately 97,000 square feet of office space pursuant to operating and finance leases that expire between September 2026 and March 2027, with options to renew through March 2037.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together reasonably be expected to have a material adverse effect on our business, results of operations, financial condition, or cash flow. Item 4. Mine Safety Disclosures. Not applicable. 46 Table of Contents PART II
Biggest changeWe are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together reasonably be expected to have a material adverse effect on our business, results of operations, financial condition, or cash flow. Item 4. Mine Safety Disclosures. Not applicable. 47 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities On October 29, 2024, our Board authorized a stock repurchase program to repurchase up to $300.0 million of our common stock. We did not repurchase any shares under our authorized stock repurchase program during the three months ended December 31, 2024. Item 6. [Reserved.] 48 Table of Contents
Biggest changeUse of Proceeds None. 49 Table of Contents Issuer Purchases of Equity Securities On October 29, 2024, our Board authorized a stock repurchase program to repurchase up to $300.0 million of our outstanding common stock. This stock repurchase program expired on October 29, 2025.
We believe a substantially greater number of beneficial owners hold shares through brokers, banks, or other nominees. 47 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our filings under the Securities Act.
We believe a substantially greater number of beneficial owners hold shares through brokers, banks, or other nominees. 48 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our filings under the Securities Act.
Data for the S&P 500 Index and the NASDAQ Computer Index assume reinvestment of dividends. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock. Unregistered Sales of Equity Securities None. Use of Proceeds None.
Data for the S&P 500 Index and the NASDAQ Computer Index assume reinvestment of dividends. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock. Unregistered Sales of Equity Securities None.
In addition, our ability to pay dividends may be restricted by agreements we may enter into in the future. Holders of Record As of February 19, 2025, there were 46 registered stockholders of record of our common stock.
In addition, our ability to pay dividends may be restricted by agreements we may enter into in the future. Holders of Record As of February 19, 2026, there were 41 registered stockholders of record of our common stock.
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On November 3, 2025, our Board authorized a new stock repurchase program to repurchase up to $300.0 million of our outstanding common stock.
Added
During the year ended December 31, 2025, we repurchased and retired a total of 1,903,854 shares of our common stock at a weighted average per share price of $67.67 for an aggregate amount of $128.8 million under our repurchase programs, which includes the transaction costs associated with the repurchases but excludes the 1% excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022.
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The following table summarizes our stock repurchase activity for the three months ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased Under Publicly Announced Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in thousands) (2) October 1 - October 31 — $ — — $ 171,000 November 1 - November 30 (3) 327 $ 68.92 327 $ 299,978 December 1 - December 31 — $ — — $ 299,978 Total 327 327 $ 299,978 (1) The average price paid per share includes transaction costs associated with the stock repurchase and excludes the 1% excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022.
Added
(2) The value for the period from October 1 to October 31 represents the remaining dollar value of shares not purchased when our prior stock repurchase program expired on October 29, 2025. (3) On November 3, 2025, our Board authorized a new stock repurchase program to repurchase up to $300.0 million of our outstanding common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following tables present reconciliations of our GAAP financial measures to our non-GAAP financial measures for the periods presented: Reconciliation of gross profit and gross margin to non-GAAP gross profit and non-GAAP gross margin: Year Ended December 31, 2024 2023 2022 (dollars in thousands) Revenue $ 1,151,708 $ 950,010 $ 720,203 Gross profit 946,096 775,548 571,787 Stock-based compensation expense 15,478 11,491 7,253 Amortization of acquired technology intangible assets 25,437 22,396 22,428 Employer payroll tax on employee stock transactions 612 540 308 Non-GAAP gross profit $ 987,623 $ 809,975 $ 601,776 Gross margin 82 % 82 % 79 % Non-GAAP gross margin 86 % 85 % 84 % 60 Table of Contents Reconciliation of operating expenses to non-GAAP operating expenses: Year Ended December 31, 2024 2023 2022 (dollars in thousands) Revenue $ 1,151,708 $ 950,010 $ 720,203 GAAP sales and marketing 552,019 494,908 424,976 Stock-based compensation expense (58,058) (55,162) (53,397) Amortization of acquired intangible assets (12,700) (12,425) (12,425) Employer payroll tax on employee stock transactions (3,227) (2,766) (1,955) Acquisition-related expenses (1,448) (2,483) (1,725) Non-GAAP sales and marketing $ 476,586 $ 422,072 $ 355,474 GAAP sales and marketing as a percentage of revenue 48 % 52 % 59 % Non-GAAP sales and marketing as a percentage of revenue 41 % 44 % 49 % GAAP research and development $ 312,987 $ 300,571 $ 270,982 Stock-based compensation expense (67,961) (68,275) (63,262) Amortization of acquired intangible assets (2,657) (2,757) (3,528) Employer payroll tax on employee stock transactions (3,535) (3,217) (2,474) Acquisition-related expenses (32) (6,370) (5,549) Non-GAAP research and development $ 238,802 $ 219,952 $ 196,169 GAAP research and development as a percentage of revenue 27 % 32 % 38 % Non-GAAP research and development as a percentage of revenue 21 % 23 % 27 % GAAP general and administrative $ 217,513 $ 195,746 $ 166,283 Stock-based compensation expense (53,336) (44,406) (38,974) Employer payroll tax on employee stock transactions (2,086) (1,910) (1,202) Acquisition-related expenses (808) (35) (2,128) Non-GAAP general and administrative $ 161,283 $ 149,395 $ 123,979 GAAP general and administrative as a percentage of revenue 19 % 21 % 23 % Non-GAAP general and administrative as a percentage of revenue 14 % 16 % 17 % 61 Table of Contents Reconciliation of loss from operations and operating margin to non-GAAP income (loss) from operations and non-GAAP operating margin: Year Ended December 31, 2024 2023 2022 (dollars in thousands) Revenue $ 1,151,708 $ 950,010 $ 720,203 Loss from operations (136,423) (215,677) (290,454) Stock-based compensation expense 194,833 179,334 162,886 Amortization of acquired intangible assets 40,794 37,578 38,381 Employer payroll tax on employee stock transactions 9,460 8,433 5,939 Acquisition-related expenses 2,288 8,888 9,402 Non-GAAP income (loss) from operations $ 110,952 $ 18,556 $ (73,846) Operating margin (12 %) (23 %) (40 %) Non-GAAP operating margin 10 % 2 % (10 %) Liquidity and Capital Resources As of December 31, 2024, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $821.4 million, which were held in money market funds, U.S. treasury securities, corporate notes and obligations, commercial paper, checking accounts, and savings accounts.
Biggest changeThe following tables present reconciliations of our GAAP financial measures to our non-GAAP financial measures for the periods presented: Reconciliation of gross profit and gross margin to non-GAAP gross profit and non-GAAP gross margin: Year Ended December 31, 2025 2024 2023 (dollars in thousands) Revenue $ 1,322,509 $ 1,151,708 $ 950,010 Gross profit 1,051,677 946,096 775,548 Stock-based compensation expense 23,489 15,478 11,491 Amortization of acquired technology intangible assets 29,820 25,437 22,396 Employer payroll tax on employee stock transactions 804 612 540 Non-GAAP gross profit $ 1,105,790 $ 987,623 $ 809,975 Gross margin 80 % 82 % 82 % Non-GAAP gross margin 84 % 86 % 85 % 62 Table of Contents Reconciliation of operating expenses to non-GAAP operating expenses: Year Ended December 31, 2025 2024 2023 (dollars in thousands) Revenue $ 1,322,509 $ 1,151,708 $ 950,010 GAAP sales and marketing 580,680 552,019 494,908 Stock-based compensation expense (74,274) (58,058) (55,162) Amortization of acquired intangible assets (11,727) (12,700) (12,425) Employer payroll tax on employee stock transactions (3,099) (3,227) (2,766) Acquisition-related expenses (1,077) (1,448) (2,483) Non-GAAP sales and marketing $ 490,503 $ 476,586 $ 422,072 GAAP sales and marketing as a percentage of revenue 44 % 48 % 52 % Non-GAAP sales and marketing as a percentage of revenue 37 % 41 % 44 % GAAP research and development $ 362,373 $ 312,987 $ 300,571 Stock-based compensation expense (89,606) (67,961) (68,275) Amortization of acquired intangible assets (2,603) (2,657) (2,757) Employer payroll tax on employee stock transactions (3,990) (3,535) (3,217) Acquisition-related expenses (3,134) (32) (6,370) Non-GAAP research and development $ 263,040 $ 238,802 $ 219,952 GAAP research and development as a percentage of revenue 27 % 27 % 32 % Non-GAAP research and development as a percentage of revenue 20 % 21 % 23 % GAAP general and administrative $ 232,967 $ 217,513 $ 195,746 Stock-based compensation expense (62,962) (53,336) (44,406) Employer payroll tax on employee stock transactions (1,999) (2,086) (1,910) Acquisition-related expenses (2,366) (808) (35) Non-GAAP general and administrative $ 165,640 $ 161,283 $ 149,395 GAAP general and administrative as a percentage of revenue 18 % 19 % 21 % Non-GAAP general and administrative as a percentage of revenue 13 % 14 % 16 % 63 Table of Contents Reconciliation of loss from operations and operating margin to non-GAAP income from operations and non-GAAP operating margin: Year Ended December 31, 2025 2024 2023 (dollars in thousands) Revenue $ 1,322,509 $ 1,151,708 $ 950,010 Loss from operations (124,343) (136,423) (215,677) Stock-based compensation expense 250,331 194,833 179,334 Amortization of acquired intangible assets 44,150 40,794 37,578 Employer payroll tax on employee stock transactions 9,892 9,460 8,433 Acquisition-related expenses 6,577 2,288 8,888 Non-GAAP income from operations $ 186,607 $ 110,952 $ 18,556 Operating margin (9 %) (12 %) (23 %) Non-GAAP operating margin 14 % 10 % 2 % Liquidity and Capital Resources As of December 31, 2025, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $811.0 million, which were held in money market funds, U.S. treasury securities, corporate notes and obligations, commercial paper, checking accounts, and savings accounts.
However, our ability to conduct our operations internationally will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, currencies, cultures, customs, and commercial markets, as well as differing legal, tax, regulatory, and alternative dispute systems.
However, our ability to conduct our business operations internationally will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, currencies, cultures, customs, and commercial markets, as well as differing legal, tax, regulatory, and alternative dispute systems.
Consequently, a portion of the revenue that we report each period is attributable to the recognition of revenue previously deferred related to subscriptions that we entered into during previous periods. Cost of Revenue Cost of revenue primarily consists of personnel-related compensation expenses for our customer support team, including salaries, benefits, stock-based compensation, payroll taxes, commissions, and bonuses.
Consequently, a portion of the revenue that we report each period is attributable to the recognition of revenue previously deferred related to subscriptions that we entered into during previous periods. Cost of Revenue Cost of revenue primarily consists of personnel-related compensation expenses for our customer support team, including salaries, stock-based compensation, benefits, payroll taxes, commissions, and bonuses.
Other Expense, Net Other expense, net primarily consists of gains or losses on foreign currency transactions, unrealized gains or losses on equity securities, and miscellaneous other income and expenses. Provision for Income Taxes Provision for income taxes consists primarily of income taxes of U.S. state franchise taxes and certain foreign jurisdictions in which we conduct business.
Other Income (Expense), Net Other income (expense), net primarily consists of gains or losses on foreign currency transactions, unrealized gains or losses on equity securities, and miscellaneous other income and expenses. Provision for Income Taxes Provision for income taxes consists primarily of income taxes of U.S. state franchise taxes and certain foreign jurisdictions in which we conduct business.
The expense related to amortization of acquired intangible assets is a non-cash expense is and dependent upon estimates and assumptions, which can vary significantly and are unique to each asset acquired; therefore, we believe that non-GAAP measures that adjust for the amortization of acquired intangible assets provide investors a consistent basis for comparison across accounting periods.
The expense related to amortization of acquired intangible assets is a non-cash expense and dependent upon estimates and assumptions, which can vary significantly and are unique to each asset acquired; therefore, we believe that non-GAAP measures that adjust for the amortization of acquired intangible assets provide investors a consistent basis for comparison across accounting periods.
Such outflows were partially offset by $440.5 million in maturities of marketable securities and $1.6 million of customer repayments for materials financing.
Such outflows were partially offset by $440.5 million in maturities of marketable securities, and $1.6 million in customer repayments for materials financing.
We intend to continue to invest additional resources in platform hosting, customer support, and software development as we grow our business, evolve our GTM operating model, and ensure that our customers are realizing the full benefit of our products. The level and timing of investment in these areas could affect our cost of revenue in the future.
We intend to continue to invest additional resources in platform hosting, customer support, and software development as we grow our business, support our GTM operating model, and ensure that our customers are realizing the full benefit of our products. The level and timing of investment in these areas could affect our cost of revenue in the future.
Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Expenses, Non-GAAP Income (Loss) from Operations, and Non-GAAP Operating Margin We define these non-GAAP financial measures as the respective GAAP measures, excluding stock-based compensation expense, amortization of acquired intangible assets, employer payroll tax related to employee stock transactions, and acquisition-related expenses.
Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Expenses, Non-GAAP Income from Operations, and Non-GAAP Operating Margin We define these non-GAAP financial measures as the respective GAAP measures, excluding stock-based compensation expense, amortization of acquired intangible assets, employer payroll tax related to employee stock transactions, and acquisition-related expenses.
As our customers subscribe to additional products or increase the annual construction volume contracted to run on our platform, we generate more revenue. We do not provide refunds for unused construction volume, or charge customers based on consumption or on a per-project basis.
As our customers subscribe to additional products or increase the annual construction volume contracted to run on our platform, we generate more revenue. We do not provide refunds for unused construction volume. We generally do not charge customers based on consumption or on a per-project basis.
Notwithstanding these risks, we believe that implementing the evolved GTM operating model will improve our long-term operating efficiency, best position us for sustainable long-term growth, and enhance our ability to capture our large market opportunity.
Notwithstanding these risks, we believe that the evolved GTM operating model will improve our long-term operating efficiency, best position us for sustainable long-term growth, and enhance our ability to capture our large market opportunity.
The fair value of RSUs, performance-based restricted stock units (“PSUs”), and restricted stock awards is based on the estimated fair value of our common stock on the grant date. The fair value of each option award and ESPP purchase right is estimated on the grant date using the Black-Scholes option pricing model.
The fair value of RSUs, performance-based RSUs (“PSUs”), and restricted stock awards is based on the estimated fair value of our common stock on the grant date. The fair value of each option award and ESPP purchase right is estimated on the grant date using the Black-Scholes option pricing model.
We focus exclusively on connecting and empowering the construction industry’s key stakeholders, such as owners, general contractors, and specialty contractors, to collaborate and access our capabilities from any location on any internet-connected device.
We focus exclusively on connecting and empowering the construction industry’s key stakeholders, such as owners, general contractors, and specialty contractors, to collaborate and access our capabilities from any location on any connected device.
Our business model is designed to encourage rapid, widespread adoption of our products by allowing for unlimited users, meaning we do not charge a per-seat or per-user fee. Customers can invite all project participants, including owners, general contractors, specialty contractors, architects, and engineers, to engage with our platform as part of a project team without incurring additional fees.
Our business model is designed to encourage rapid, widespread adoption of our products by allowing for unlimited users. We typically do not charge a per-seat or per-user fee, meaning that customers can invite all project participants, including owners, general contractors, specialty contractors, architects, and engineers, to engage with our platform as part of a project team without incurring additional fees.
We expect to maintain this full valuation allowance for our net U.S. deferred tax assets for the foreseeable future. 54 Table of Contents Results of Operations The following tables set forth our consolidated statements of operations data and such data as a percentage of revenue for each of the periods indicated. Certain percentages below may not sum due to rounding.
We expect to maintain this full valuation allowance for our net U.S. deferred tax assets for the foreseeable future. 56 Table of Contents Results of Operations The following tables set forth our consolidated statements of operations data and such data as a percentage of revenue for each of the periods indicated. Certain percentages below may not sum due to rounding.
These assumptions represent management’s best estimates and if different assumptions had been used, our stock-based compensation expense could have been materially different. For awards that vest solely based on continued service, the grant date fair value is recognized as compensation expense on a straight-line basis over the requisite service period of the awards, which is generally four years.
These assumptions represent management’s best estimates and if different assumptions had been used, our stock-based compensation expense could have been materially different. For RSUs, which vest solely based on continued service, the grant date fair value is recognized as compensation expense on a straight-line basis over the requisite service period of the awards, which is generally four years.
A discussion of our financial condition and results of operations for the fiscal year ended December 31, 2023 compared to the year ended December 31, 2022 has been reported previously under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024.
A discussion of our financial condition and results of operations for the fiscal year ended December 31, 2024 compared to the year ended December 31, 2023 has been reported previously under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025.
Additionally, general and administrative expenses include non-personnel-related expenses, such as professional fees for audit, legal, tax, and other external consulting services, including acquisition-related transaction expenses; costs associated with operating as a public company, including insurance costs, professional services, investor relations, and other compliance costs; property and use taxes; licenses, travel, and entertainment costs; and allocated overhead.
Additionally, general and administrative expenses include non-personnel-related expenses, such as professional fees for audit, legal, tax, and other external consulting services; computer software expenses; costs associated with operating as a public company, including insurance costs, professional services, investor relations, and other compliance costs; property and use taxes; licenses; travel and entertainment costs; acquisition-related transaction expenses; and allocated overhead.
Over the longer term, if we fail to successfully implement, or realize the benefits of, our evolved GTM operating model, or otherwise fail to acquire new customers, retain existing customers, or expand existing customers’ use of our products, services, and platform, our business, financial condition, results of operations, and prospects will be adversely affected, potentially materially.
Over the longer term, if we fail to realize the benefits of our evolved GTM operating model, or otherwise fail to acquire new customers, retain existing customers, or expand existing customers’ use of our products, services, and platform, our business, financial condition, results of operations, and prospects will be adversely affected, potentially materially.
These expenses are unpredictable and generally would not have otherwise been incurred in the 59 Table of Contents periods presented as part of our continuing operations. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related expenses, may not be indicative of such future costs.
These expenses are unpredictable and generally would not have otherwise been 61 Table of Contents incurred in the periods presented as part of our continuing operations. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related expenses, may not be indicative of such future costs.
Valuations of acquired intangible assets require us to make judgments about the selection of valuation methodologies and also significant estimates and assumptions, including, but not limited to, (1) the estimated level of effort and related costs of reproducing or replacing the assets acquired, (2) future expected cash flows from using the acquired customer relationships and technology, including future expected revenue, the rate of customer non-renewals of subscriptions, and operating expenses to deliver such expected revenue, (3) discount rates, (4) estimated royalty rate specifically used to value the acquired technology, and (5) selection of comparable companies.
Valuations of acquired intangible assets require us to make judgments about the selection of valuation methodologies and also significant estimates and assumptions, including (1) the estimated level of effort and related costs of reproducing or replacing the assets acquired, (2) future expected cash flows from using the acquired customer relationships and technology, including future expected revenue, the rate of customer non-renewals of subscriptions, and operating expenses to deliver such expected revenue, (3) discount rates, (4) estimated royalty rate specifically used to value the acquired technology, and (5) selection of comparable companies.
Our platform is modernizing and digitizing construction management by enabling timely access to critical project information, simplifying complex workflows, and facilitating seamless communication among relevant stakeholders, all of which we believe positions us to serve as the system of record for the construction industry.
Our platform is modernizing and digitizing construction management by enabling timely access to critical project information, simplifying complex workflows, and facilitating seamless communication among relevant stakeholders, all of which we believe positions us to serve as a critical system of record and collaboration for the construction industry.
Further, as of December 31, 2024, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Further, as of December 31, 2025, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Investing Activities Net cash used in investing activities of $150.1 million in 2024 consisted of cash outflows for purchases of marketable securities of $491.5 million, capitalized software development costs of $49.5 million, business combinations of $25.9 million, purchases of property and equipment of $19.1 million, asset acquisitions of $3.8 million, and purchases of strategic investments of $2.4 million.
Net cash used in investing activities of $150.1 million in 2024 consisted of purchases of marketable securities of $491.5 million, capitalized software development costs of $49.5 million, business combinations of $25.9 million, purchases of property and equipment of $19.1 million, asset acquisitions of $3.8 million, and purchases of strategic investments of $2.4 million.
Stock Repurchase Program On October 29, 2024, our Board authorized a stock repurchase program to repurchase up to $300.0 million of our outstanding common stock.
On October 29, 2024, our Board authorized a stock repurchase program to repurchase up to $300.0 million of our outstanding common stock (the "2024 Stock Repurchase Program").
We expect sales and marketing expenses to increase on an absolute dollar basis and vary from period to period as a percentage of revenue, as our business continues to grow, as we evolve our GTM operating model, and as we increase our investment in sales and marketing to drive customer growth.
We expect sales and marketing expenses to increase on an absolute dollar basis and vary from period to period as a percentage of revenue, as our business continues to grow, as we support our GTM operating model, and as we increase our investment in sales and marketing to drive customer growth.
For awards that contain both performance and service vesting conditions, the grant date fair value is recognized as compensation expense using a graded vesting attribution model. No expense is recognized for awards with performance conditions until that condition is probable of being met.
For PSUs, which contain both performance and service vesting conditions, the grant date fair value is recognized as compensation expense using a graded vesting attribution model. No expense is recognized for awards with performance conditions until that condition is probable of being met.
Recent Accounting Pronouncements See “Summary of Significant Accounting Policies” in Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of recently issued accounting pronouncements. 66 Table of Contents
Recent Accounting Pronouncements See “Summary of Significant Accounting Policies” in Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of recently issued accounting pronouncements. 69 Table of Contents
Overview Our mission is to connect everyone in construction on a global platform. We are the leading global provider of cloud-based construction management software, and are helping transform one of the oldest, largest, and least digitized industries in the world.
Overview Our mission is to connect everyone in construction on a global platform. We are the leading global provider of construction management software, and are helping transform one of the oldest, largest, and least digitized industries in the world.
Accordingly, we believe this adjustment in arriving at our non-GAAP measures provides investors with a better understanding of the performance of our core business in a manner that is consistent with management’s view of the business. Acquisition-related expenses include external and incremental transaction costs, such as legal and due diligence costs, and retention payments.
Accordingly, we believe this adjustment in arriving at our non-GAAP measures provides investors with a better understanding of the performance of our core business in a manner that is consistent with management’s view of the business. Acquisition-related expenses include external and incremental transaction costs, such as legal and due diligence costs, and retention or other compensation payments.
Our GRR was 94%, 95%, and 95% as of December 31, 2024, 2023, and 2022, respectively. Net retention rate (“NRR”) compares ARR from existing customers on a trailing 12-month basis.
Our GRR was 95%, 94%, and 95% as of December 31, 2025, 2024, and 2023, respectively. Net retention rate (“NRR”) compares ARR from existing customers on a trailing 12-month basis.
Pooled volume contracts may also help these customers secure volume-based price discounts from us at contract inception, as well as allow us to secure larger up-front commitments from these customers. In pooled volume contracts, NRR does not capture a customer’s increase in construction volume usage because the fixed annual fees in these arrangements result in 100% NRR.
Pooled volume contracts may also help these customers secure volume-based price discounts from us at contract inception, as well as allow us to secure larger upfront commitments from these customers. In pooled volume contracts, NRR does not capture a customer’s increase in construction volume usage because the fixed annual fees in these arrangements result in 100% NRR.
Because NRR does not properly capture our customers’ actual construction volume usage under the pool volume model, we do not believe NRR is the best indicator of our ability to retain and grow our customer base. Remaining Performance Obligations Our subscriptions typically have a term of one to three years.
Because NRR does not properly capture our customers’ actual construction volume usage under the pool volume model, we do not believe NRR is the best indicator of our ability to retain and grow our customer base. 53 Table of Contents Remaining Performance Obligations Our subscriptions typically have a term of one to three years.
Additionally, sales and marketing expenses include non-personnel-related expenses, such as advertising costs, marketing events, travel, trade shows, and other marketing activities; contractor costs to supplement our staff levels; amortization of acquired customer relationship intangible assets; 53 Table of Contents consulting services; and allocated overhead. We expense advertising and other promotional expenditures as incurred.
Additionally, sales and marketing expenses include non-personnel-related expenses, such as advertising costs, marketing events, travel, trade shows, and other marketing activities; contractor costs to supplement our staff levels; consulting services; amortization of acquired customer relationship intangible assets; and allocated overhead. We expense advertising and other promotional expenditures as incurred.
All aforementioned customer counts exclude customers acquired from business combinations that do not have standard Procore annual contracts. We define ARR at the end of a particular period as the annualized dollar value of our subscriptions from customers as of such period end date.
All aforementioned customer counts exclude customers acquired from business combinations that do not have standard Procore annual contracts. 52 Table of Contents We define ARR at the end of a particular period as the annualized dollar value of our subscriptions from customers as of such period end date.
A discussion of our financial condition and results of operations for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023 is presented below.
A discussion of our financial condition and results of operations for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024 is presented below.
We believe our existing cash, cash equivalents, and marketable securities will be sufficient to meet our needs for at least the next 12 months. While we have generated positive cash flows from operations in recent years, we have continued to generate losses from operations, as reflected in our accumulated deficit of $1.2 billion as of December 31, 2024.
We believe our existing cash, cash equivalents, and marketable securities will be sufficient to meet our needs for at least the next 12 months. While we have generated positive cash flows from operations in recent years, we have continued to generate losses from operations, as reflected in our accumulated deficit of $1.3 billion as of December 31, 2025.
The increase in revenue from existing customers includes the net benefit of a full year of subscription revenue in 2024 from customers that were newly acquired in 2023 and continued their subscriptions in 2024, and customers that expanded their subscriptions in 2024 through the purchase of additional construction volume or products and services.
Revenue from existing customers includes the net benefit of a full year of subscription revenue in 2025 from customers that were newly acquired in 2024 and continued their subscriptions in 2025, and customers that expanded their subscriptions in 2025 through the purchase of additional construction volume or products and services.
We recognize revenue ratably over the term of the subscription beginning on the date that service is made available to the customer. 65 Table of Contents Stock-Based Compensation Stock-based compensation expense related to stock awards is recognized based on the fair value of the awards granted.
We recognize revenue ratably over the term of the subscription beginning on the date that service is made available to the customer. Stock-Based Compensation Stock-based compensation expense related to stock awards is recognized based on the fair value of the awards granted.
We then divide (a) the total current period ARR by (b) the total prior period ARR to calculate NRR. Our NRR was 106% and 114%, as of December 31, 2024 and 2023, respectively. However, as further described below, we do not believe NRR is a key metric due to the impact of pooled volume contracts.
We then divide (a) the total current period ARR by (b) the total prior period ARR to calculate NRR. Our NRR was 106% as of both December 31, 2025 and 2024. However, as further described below, we do not believe NRR is a key metric due to the impact of pooled volume contracts.
Macroeconomic Factors Macroeconomic factors and geopolitical events that impact the construction industry, such as elevated inflation and responses by governments to address it, higher interest rates than we've seen in recent history, volatility in capital markets, bank failures, fluctuations in foreign exchange rates, global pandemics, trade wars or shifting tariffs, evolving and potentially conflicting regulatory requirements, and wars and other conflicts may impact our customers’ spending as well as our operating expenses and cash flows.
Macroeconomic Factors Macroeconomic factors and geopolitical events that impact the construction industry, such as elevated inflation and responses by governments to address it, changing interest rates, volatility in capital markets, bank failures, fluctuations in foreign exchange rates, global pandemics, trade wars or shifting tariffs, evolving and potentially conflicting regulatory requirements, and wars and other conflicts may impact our customers’ spending as well as our operating expenses and cash flows.
We have made, and plan to continue to 52 Table of Contents make, significant investments in international markets. While these investments may adversely affect our operating results in the near term, we believe they will contribute to our long-term growth.
We have made, and plan to continue to make, significant investments in international markets. While these investments may adversely affect our operating results in the near term, we believe they will contribute to our long-term growth.
We increased our research and development headcount by 42% since December 31, 2023 in order to continue to build, enhance, maintain, and scale our products, services, and platform as part of our global workforce strategy.
We increased our research and development headcount by 16% since December 31, 2024 in order to continue to build, enhance, maintain, and scale our products, services, and platform as part of our global workforce strategy.
These changes in our operating assets and liabilities were partially offset by the following: • a $39.5 million increase in accounts receivable primarily due to the growth of our business and timing of billings and cash receipts from customers; • a $15.5 million decrease in accrued expenses and other liabilities primarily due to the size and timing of bonus accruals, payroll accruals, and cash payments to our vendors; • a $9.0 million increase in deferred contract cost assets related to commissions as a result of additional customer contracts closed during the period; • a $7.3 million decrease in operating lease liabilities related to lease payments; and 63 Table of Contents • a $3.3 million increase in prepaid expenses and other current assets primarily due to timing of cash payments to our vendors.
These changes in our operating assets and liabilities were partially offset by the following: • a $39.5 million increase in accounts receivable primarily due to timing of billings and cash receipts from customers from the growth of our business; • a $15.5 million increase in accrued expenses and other liabilities primarily due to personnel-related expenses and timing of cash payments to our vendors; • a $9.0 million increase in deferred contract cost assets related to commissions as a result of additional customer contracts closed during the period; • a $7.3 million decrease in operating lease liabilities related to lease payments; and • a $3.3 million increase in prepaid expenses and other assets primarily due to timing of cash payments to our vendors.
As of December 31, 2024, 2023, and 2022, the number of customers on our platform was 17,088, 16,367, and 14,488, respectively, reflecting year-over-year growth rates of 4% in 2024 and 13% in 2023. Our total customer count is heavily influenced by the number of SMB customers we add in a given period.
As of December 31, 2025, 2024, and 2023, the number of customers on our platform was 17,850, 17,088, and 16,367, respectively, reflecting year-over-year growth rates of 4% in 2025 and 4% in 2024. Our total customer count is heavily influenced by the number of SMB customers we add in a given period.
Despite macroeconomic challenges, we have seen an increase in the number of customers that contributed more than $100,000 of ARR, which was 2,333, 2,008, and 1,576 as of December 31, 2024, 2023, and 2022, respectively, reflecting year-over-year growth rates of 16% in 2024 and 27% in 2023.
Despite macroeconomic challenges, we have seen an increase in the number of customers that contributed more than $100,000 of ARR, which was 2,710, 2,333, and 2,008 as of December 31, 2025, 2024, and 2023, respectively, reflecting year-over-year growth rates of 16% in 2025 and 16% in 2024.
General and Administrative General and administrative expenses primarily consist of personnel-related compensation expenses for our IT, human resources, finance, legal, executive, and other administrative functions.
General and Administrative General and administrative expenses primarily consist of personnel-related compensation expenses for our information technology, human resources, finance, executive, legal, and other administrative functions.
Customers that contributed more than $100,000 of ARR represented 63%, 60%, and 57% of total ARR in each of the annual periods ending December 31, 2024, 2023, and 2022, respectively.
Customers that contributed more than $100,000 of ARR represented 66%, 63%, and 60% of total ARR in each of the annual periods ending December 31, 2025, 2024, and 2023, respectively.
Customers that contributed more than $1,000,000 of ARR represented 17%, 14%, and 12% of total ARR in each of the annual periods ending December 31, 2024, 2023, and 2022, respectively.
Customers that contributed more than $1,000,000 of ARR represented 20%, 17%, and 14% of total ARR in each of the annual periods ending December 31, 2025, 2024, and 2023, respectively.
ARR at the end of a particular period includes the annualized dollar 50 Table of Contents value of subscriptions for which the term has not ended, and subscriptions for which we are negotiating a subscription renewal. ARR should be viewed independently of revenue determined in accordance with accounting principles generally accepted in the U.S. (“GAAP” or “U.S.
ARR at the end of a particular period includes the annualized dollar value of subscriptions for which the term has not ended, and subscriptions for which we are negotiating a subscription renewal. ARR should be viewed independently of revenue determined in accordance with accounting principles generally accepted in the U.S. (“GAAP” or “U.S. GAAP”) and does not represent our U.S.
The stock repurchase program does not obligate us to acquire any particular number of shares of our common stock, or any shares at all. The stock repurchase program expires on October 29, 2025, and may be suspended or discontinued at any time at our discretion and without notice.
The stock repurchase program does not obligate us to acquire any particular number of shares of our common stock, or any shares at all. The stock repurchase program expires on November 3, 2026, and may be suspended or discontinued at any time at our discretion and without notice.
The number of customers that contributed more than $1,000,000 of ARR was 86, 62, and 47 as of December 31, 2024, 2023, and 2022, respectively, reflecting year-over-year growth rates of 39% in 2024 and 32% in 2023.
The number of customers that contributed more than $1,000,000 of ARR was 115, 86, and 62 as of December 31, 2025, 2024, and 2023, respectively, reflecting year-over-year growth rates of 34% in 2025 and 39% in 2024.
As of December 31, 2024, we had outstanding letters of credit on an unsecured basis totaling approximately $4.3 million to secure various leased office facilities in the U.S. and Australia.
As of December 31, 2025, we had outstanding letters of credit on an unsecured basis totaling approximately $7.6 million to secure various leased office facilities in the U.S. and Australia.
Customers typically invite participants to join our platform, including their employees and collaborators, who are other project participants that engage with our platform but do not pay us for such use.
Customers are able to invite project participants to join our platform, including their employees and collaborators, who are other project 51 Table of Contents participants that engage with our platform but do not pay us for such use.
As a result of our international efforts, we support multiple languages and currencies. Non-U.S. revenue as a percentage of our total revenue was 15% and 14% for the years ended December 31, 2024 and 2023, respectively . We determine the percentage of non-U.S. revenue based on the billing location of each customer.
As a result of our international efforts, we support multiple languages and currencies. Non-U.S. revenue as a 54 Table of Contents percentage of our total revenue was 15% for both of the years ended December 31, 2025 and 2024 . We determine the percentage of non-U.S. revenue based on the billing location of each customer.
Beyond the next 12 months, we have net contractual commitments that we are reasonably likely to incur consisting of operating lease obligations of $57.8 million, finance lease obligations of $52.4 million, and non-cancelable purchase 62 Table of Contents commitments of $23.1 million, as disclosed in Note 6 and Note 11 of the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Beyond the next 12 months, we have net contractual commitments that we are reasonably likely to incur consisting of operating lease obligations of $68.2 million, finance lease obligations of $32.4 million, and non-cancelable purchase commitments of $60.3 million, as disclosed in Note 6 and Note 11 of the audited consolidated financial 64 Table of Contents statements included elsewhere in this Annual Report on Form 10-K.
Financing Activities Net cash provided by financing activities of $36.2 million in 2024 consisted of $24.1 million in proceeds from employee purchases under the ESPP and $15.7 million in proceeds from stock option exercises, partially offset by $2.0 million in payments on our finance lease obligations and $1.5 million in deferred business combination consideration.
Net cash provided by financing activities was $36.2 million in 2024, which primarily consisted of $24.1 million in proceeds from our ESPP and $15.7 million in proceeds from stock option exercises. Such inflows were partially offset by $2.0 million in payments on our finance lease obligations and $1.5 million in deferred business combination consideration.
We intend to opportunistically repurchase shares of our common 64 Table of Contents stock from time to time through the open market (including via pre-set trading plans), or other transactions in accordance with applicable securities laws, in each case, subject to market conditions, applicable legal requirements, and other relevant factors.
We intend to opportunistically repurchase shares of our common stock from time to time through the open market or other transactions in accordance with applicable securities laws, in each case, subject to market conditions, applicable legal requirements, and other relevant factors.
In short, we build the software for the people that build the world. Our customers range from small businesses managing a few million dollars of annual construction volume to global enterprises managing billions of dollars of annual construction volume. Our core customers are owners, general contractors, and specialty contractors operating across the residential and non-residential segments of the construction industry.
Our customers range from small businesses managing a few million dollars of annual construction volume to global enterprises managing billions of dollars of annual construction volume. Our core customers are owners, general contractors, and specialty contractors operating across the residential and non-residential segments of the construction industry.
The following table summarizes our cash flows for the periods presented: Year Ended December 31, 2024 2023 2022 (dollars in thousands) Net cash provided by operating activities $ 196,172 $ 92,015 $ 12,608 Net cash used in investing activities (150,109) (76,061) (340,476) Net cash provided by financing activities 36,236 41,165 38,652 Operating Activities Our largest source of cash from operating activities is collections from the sales of subscriptions to our customers.
The following table summarizes our cash flows for the periods presented: Year Ended December 31, 2025 2024 2023 (dollars in thousands) Net cash provided by operating activities $ 300,270 $ 196,172 $ 92,015 Net cash used in investing activities (70,499) (150,109) (76,061) Net cash (used in) provided by financing activities (178,902) 36,236 41,165 Operating Activities Our largest source of cash from operating activities is collections from the sales of subscriptions to our customers.
We have introduced and continue to develop new products and services organically and through our acquisitions. We intend to continue to invest in building additional products, services, offerings, features, and functionality that expand our capabilities and facilitate the extension of our platform.
We intend to continue to invest in building additional products, services, offerings, features, and functionality that expand our capabilities and facilitate the extension of our platform.
Additionally, cost of revenue includes non-personnel-related expenses, such as third-party hosting costs, amortization of capitalized software development costs related to our platform, amortization of acquired technology intangible assets, software license fees, and allocated overhead.
Additionally, cost of revenue includes non-personnel-related expenses, such as third-party hosting costs, amortization of capitalized software development costs related to our platform, amortization of acquired technology intangible assets, software license fees, and allocated overhead. We expect our cost of revenue to increase on an absolute dollar basis as our revenue and acquisition activities increase.
In the next 12 months, we have net contractual tenant improvement reimbursements benefit from operating leases of $3.2 million, and net contractual commitments consisting of finance lease obligations of $4.0 million and non-cancelable purchase commitments of $28.7 million, as disclosed in Note 6 and Note 11 of the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
In the next 12 months, we have net contractual commitments consisting of operating lease obligations of $5.9 million, and net contractual commitments consisting of finance lease obligations of $2.8 million and non-cancelable purchase commitments of $63.0 million, as disclosed in Note 6 and Note 11 of the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
In February 2025, we began using cash to fund withholding taxes due upon the vesting of employee RSUs by net share settlement, rather than our previous approach of selling shares of our common stock issued to employees to cover applicable withholding taxes.
In February 2025, we began using cash to fund withholding taxes due upon the vesting of employee restricted stock units ("RSUs") by net share settlement, rather than our previous approach of selling shares of our common stock issued to employees to cover applicable withholding taxes. We also have a stock repurchase program that is funded using our working capital.
Research and Development Research and development expenses primarily consist of personnel-related compensation expenses for our engineering, product, and design teams, net of capitalized software development costs. Additionally, research and development expenses include non-personnel-related expenses, such as contractor costs to supplement our staff levels, consulting services, amortization of certain acquired intangible assets used in research and development activities, and allocated overhead.
Additionally, research and development expenses include non-personnel-related expenses, such as contractor costs to supplement our staff levels; computer software expenses; consulting services; amortization of certain acquired intangible assets used in research and development activities; and allocated overhead.
We believe our high GRR demonstrates that we serve a vital role in our customers’ operations, as the vast majority of our customers continue to use our products and platform and to renew their subscriptions.
Our GRR reflects only customer losses and does not reflect customer expansion or contraction. We believe our high GRR demonstrates that we serve a vital role in our customers’ operations, as the vast majority of our customers continue to use our products and platform and to renew their subscriptions.
We account for forfeitures as they occur instead of estimating the number of awards expected to be forfeited. In 2022, we began granting PSUs to certain employees, which vest based on the achievement of certain operating performance targets. Such awards also require the employees' continued service through the date the related shares vest.
In 2022, we began granting PSUs to certain employees, which vest based on the achievement of certain operating performance targets. Such awards also require the employees’ continued service through the date the related shares vest.
For example, in May 2024, we acquired Intelliwave, a construction materials management company that enhances our Resource Management solution; in September 2023, we acquired Unearth, a geographic information systems asset management platform that helps general contractors and infrastructure providers connect assets, data, and field teams; and in September 2023, we launched Procore Pay, a payment solution that handles all aspects of the payment processes between general contractors and subcontractors.
For example, in January 2026, we acquired Datagrid, a leader in agentic AI solutions for the construction industry; in January 2025, we acquired Novorender, a leader in advanced BIM rendering technology, to enhance our capabilities for large-scale constructions projects; in May 2024, we acquired Intelliwave, a construction materials management company that enhances our Resource Management solution; in September 2023, we acquired Unearth, a geographic information systems asset management platform that helps general contractors and infrastructure providers connect assets, data, and field teams; and in September 2023, we launched Procore Pay, a payment solution that handles all aspects of the payment processes between general contractors and subcontractors.
We are also continuing to develop other programs and services to address related challenges faced by the construction industry’s key stakeholders. Adoption of our products, services, and platform helps our customers increase productivity and efficiency, reduce rework and costly delays, improve safety and compliance, and enhance financial transparency and accountability.
We also continue to develop other products and services to address related challenges faced by the construction industry’s key stakeholders. Our products, services, and platform help our customers increase productivity and efficiency, reduce rework and costly delays, improve safety and compliance, and enhance financial transparency and accountability. In short, we build the software for the people that build the world.
Year Ended December 31, 2024 2023 2022 (in thousands) Revenue $ 1,151,708 $ 950,010 $ 720,203 Cost of revenue (1)(2)(3) 205,612 174,462 148,416 Gross profit 946,096 775,548 571,787 Operating expenses Sales and marketing (1)(2)(3)(4) 552,019 494,908 424,976 Research and development (1)(2)(3)(4) 312,987 300,571 270,982 General and administrative (1)(3)(4) 217,513 195,746 166,283 Total operating expenses 1,082,519 991,225 862,241 Loss from operations (136,423) (215,677) (290,454) Interest income 23,694 19,779 5,826 Interest expense (1,899) (1,957) (2,135) Accretion income, net 13,583 9,794 2,035 Other expense, net (3,136) (360) (1,737) Loss before provision for income taxes (104,181) (188,421) (286,465) Provision for income taxes 1,775 1,273 466 Net loss $ (105,956) $ (189,694) $ (286,931) Year Ended December 31, 2024 2023 2022 (as a percentage of revenue) Revenue 100 % 100 % 100 % Cost of revenue (1)(2)(3) 18 % 18 % 21 % Gross profit 82 % 82 % 79 % Operating expenses Sales and marketing (1)(2)(3)(4) 48 % 52 % 59 % Research and development (1)(2)(3)(4) 27 % 32 % 38 % General and administrative (1)(3)(4) 19 % 21 % 23 % Total operating expenses 94 % 104 % 120 % Loss from operations (12 %) (23 %) (40 %) Interest income 2 % 2 % 1 % Interest expense 0 % 0 % 0 % Accretion income, net 1 % 1 % 0 % Other expense, net 0 % 0 % 0 % Loss before provision for income taxes (9 %) (20 %) (40 %) Provision for income taxes 0 % 0 % 0 % Net loss (9 %) (20 %) (40 %) 55 Table of Contents (1) Includes stock-based compensation expense as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Cost of revenue $ 15,478 $ 11,491 $ 7,253 Sales and marketing 58,058 55,162 53,397 Research and development 67,961 68,275 63,262 General and administrative 53,336 44,406 38,974 Total stock-based compensation expense* $ 194,833 $ 179,334 $ 162,886 *Includes amortization of capitalized stock-based compensation of $8.0 million and $4.5 million, respectively, for the years ended December 31, 2024 and 2023, which was initially capitalized as capitalized software and cloud-computing arrangement implementation costs, and was primarily amortized in cost of revenue.
Year Ended December 31, 2025 2024 2023 (in thousands) Revenue $ 1,322,509 $ 1,151,708 $ 950,010 Cost of revenue (1)(2)(3) 270,832 205,612 174,462 Gross profit 1,051,677 946,096 775,548 Operating expenses Sales and marketing (1)(2)(3)(4) 580,680 552,019 494,908 Research and development (1)(2)(3)(4) 362,373 312,987 300,571 General and administrative (1)(3)(4) 232,967 217,513 195,746 Total operating expenses 1,176,020 1,082,519 991,225 Loss from operations (124,343) (136,423) (215,677) Interest income 20,941 23,694 19,779 Interest expense (1,153) (1,899) (1,957) Accretion income, net 8,265 13,583 9,794 Other income (expense), net 2,309 (3,136) (360) Loss before provision for income taxes (93,981) (104,181) (188,421) Provision for income taxes 6,802 1,775 1,273 Net loss $ (100,783) $ (105,956) $ (189,694) Year Ended December 31, 2025 2024 2023 (as a percentage of revenue) Revenue 100 % 100 % 100 % Cost of revenue (1)(2)(3) 20 % 18 % 18 % Gross profit 80 % 82 % 82 % Operating expenses Sales and marketing (1)(2)(3)(4) 44 % 48 % 52 % Research and development (1)(2)(3)(4) 27 % 27 % 32 % General and administrative (1)(3)(4) 18 % 19 % 21 % Total operating expenses 89 % 94 % 104 % Loss from operations (9 %) (12 %) (23 %) Interest income 2 % 2 % 2 % Interest expense 0 % 0 % 0 % Accretion income, net 1 % 1 % 1 % Other income (expense), net 0 % 0 % 0 % Loss before provision for income taxes (7 %) (9 %) (20 %) Provision for income taxes 1 % 0 % 0 % Net loss (8 %) (9 %) (20 %) 57 Table of Contents (1) Includes stock-based compensation expense as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Cost of revenue $ 23,489 $ 15,478 $ 11,491 Sales and marketing 74,274 58,058 55,162 Research and development 89,606 67,961 68,275 General and administrative 62,962 53,336 44,406 Total stock-based compensation expense* $ 250,331 $ 194,833 $ 179,334 *Includes amortization of capitalized stock-based compensation of $11.9 million and $8.0 million, respectively, for the years ended December 31, 2025 and 2024, which was initially capitalized as capitalized software and cloud-computing arrangement implementation costs, and was primarily amortized in cost of revenue.
(2) Includes amortization of acquired intangible assets as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Cost of revenue $ 25,437 $ 22,396 $ 22,428 Sales and marketing 12,700 12,425 12,425 Research and development 2,657 2,757 3,528 Total amortization of acquired intangible assets $ 40,794 $ 37,578 $ 38,381 (3) Includes employer payroll tax on employee stock transactions as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Cost of revenue $ 612 $ 540 $ 308 Sales and marketing 3,227 2,766 1,955 Research and development 3,535 3,217 2,474 General and administrative 2,086 1,910 1,202 Total employer payroll tax on employee stock transactions $ 9,460 $ 8,433 $ 5,939 (4) Includes acquisition-related expenses as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Sales and marketing 1,448 2,483 1,725 Research and development 32 6,370 5,549 General and administrative 808 35 2,128 Total acquisition-related expenses $ 2,288 $ 8,888 $ 9,402 56 Table of Contents Comparison of the Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, Change 2024 2023 Dollar Percent (dollars in thousands) Revenue $ 1,151,708 $ 950,010 $ 201,698 21 % In 2024, our revenue increased by $201.7 million, or 21%, compared to 2023, of which approximately 64% was attributable to revenue from existing customers and approximately 36% was attributable to revenue from new customers acquired during 2024.
(2) Includes amortization of acquired intangible assets as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Cost of revenue $ 29,820 $ 25,437 $ 22,396 Sales and marketing 11,727 12,700 12,425 Research and development 2,603 2,657 2,757 Total amortization of acquired intangible assets $ 44,150 $ 40,794 $ 37,578 (3) Includes employer payroll tax on employee stock transactions as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Cost of revenue $ 804 $ 612 $ 540 Sales and marketing 3,099 3,227 2,766 Research and development 3,990 3,535 3,217 General and administrative 1,999 2,086 1,910 Total employer payroll tax on employee stock transactions $ 9,892 $ 9,460 $ 8,433 (4) Includes acquisition-related expenses as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Sales and marketing $ 1,077 $ 1,448 $ 2,483 Research and development 3,134 32 6,370 General and administrative 2,366 808 35 Total acquisition-related expenses $ 6,577 $ 2,288 $ 8,888 58 Table of Contents Comparison of the Years Ended December 31, 2025 and 2024 Revenue Year Ended December 31, Change 2025 2024 Dollar Percent (dollars in thousands) Revenue $ 1,322,509 $ 1,151,708 $ 170,801 15 % In 2025, our revenue increased by $170.8 million, or 15%, compared to 2024, of which approximately 49% was attributable to revenue from existing customers and approximately 51% was attributable to revenue from new customers acquired during 2025.
Net cash provided by operating activities was $196.2 million in 2024 which resulted from a net loss of $106.0 million, adjusted for non-cash charges of $277.9 million and a net cash inflow of $24.2 million from changes in operating expenses and liabilities.
Net cash provided by operating activities was $300.3 million in 2025 which resulted from a net loss of $100.8 million, adjusted for non-cash charges of $341.2 million and a net cash inflow of $59.9 million from changes in operating expenses and liabilities.
The $23.4 million of net cash inflows provided as a result of changes in our operating assets and liabilities primarily reflected the following: • a $106.6 million increase in deferred revenue primarily due to the growth of our business and timing of billings; and • a $4.8 million increase in accrued expenses and other liabilities primarily due to personnel-related expenses and timing of cash payments to our vendors.
The $59.9 million of net cash inflows provided as a result of changes in our operating assets and liabilities primarily reflected the following: • a $100.1 million increase in deferred revenue primarily due to the growth of our business and timing of billings; • a $64.4 million increase in accrued expenses and other liabilities primarily due to the size and timing of bonus and commission accruals, payroll accruals, and cash payments to our vendors; and • a $1.0 million increase in operating lease liabilities related to lease modifications.
Pooled volume contracts allow our customers to avoid defining their construction volume commitments in a given year and the attendant risk of their construction volume usage exceeding their contracted-for amount. With pooled volume contracts, our customers can benefit from paying the same amount over multi-year periods regardless of any changes in their project portfolios.
Pooled volume contracts allow our customers to avoid defining their construction volume commitments in a given year and the attendant risk of their construction volume usage exceeding their contracted-for amount.
Capital Allocation Strategy We have a balanced approach to capital allocation based on the following priorities: driving organic and efficient revenue growth; investing in accretive mergers and acquisitions; and returning capital to stockholders through regular evaluation of share repurchases, as appropriate.
Capital Allocation Strategy We have a balanced approach to capital allocation based on the following priorities: driving organic and efficient revenue growth; investing in accretive mergers and acquisitions; and returning capital to stockholders through regular evaluation of share repurchases, as appropriate. 66 Table of Contents Stock Repurchase Program On November 3, 2025, our Board authorized a new stock repurchase program to repurchase up to $300.0 million of our outstanding common stock (the "2025 Stock Repurchase Program").
See the section titled “Risk Factors” in Part I of this Annual Report on Form 10-K for further discussion. Components of Results of Operations Revenue We generate substantially all of our revenue from subscriptions to access our products and related support. Subscriptions are sold for a fixed fee and revenue is recognized ratably over the term of the subscription.
Components of Results of Operations Revenue We generate substantially all of our revenue from subscriptions to access our products and related support. Subscriptions are sold for a fixed fee and revenue is recognized ratably over the term of the subscription.
We are also adding new product and technical specialists to our GTM teams, who we believe can add value for our customers by matching the evolving needs of our customers’ diverse buyer personas with our products and services, and helping our customers understand and implement the full potential of our platform.
We added new product and technical specialists to our GTM teams to match the evolving needs of our customers’ diverse buyer personas with our products and services, and to help our customers understand and implement the full potential of our platform.
We determine revenue recognition through the following steps: • identification of the contract, or contracts, with the customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of the revenue when, or as, we satisfy a performance obligation.
We determine revenue recognition through the following steps: • identification of the contract, or contracts, with the customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of the revenue when, or as, we satisfy a performance obligation. 67 Table of Contents We execute a signed contract with the customer that specifies the services to be provided, the payment amounts and terms, and the period of service, among other terms.
We consider gross retention rate (“GRR”) to be a key metric and indication of our ability to retain our customer base and to evaluate whether our products and platform are addressing our customers’ needs throughout the year. Our GRR reflects only customer losses and does not reflect customer expansion or contraction.
GAAP revenue on an annualized basis. ARR is not intended to be a replacement or forecast of revenue. We consider gross retention rate (“GRR”) to be a key metric and indication of our ability to retain our customer base and to evaluate whether our products and platform are addressing our customers’ needs throughout the year.
Determining whether services are considered distinct performance obligations that should be accounted for separately or together may require judgment. Our subscriptions include access to our products and customer support over the subscription period.
The transaction price is determined by the stated fixed fees in the contract, excluding any sales related taxes. Our subscriptions often include promises to transfer multiple services. Determining whether services are considered distinct performance obligations that should be accounted for separately or together may require judgment. Our subscriptions include access to our products and customer support over the subscription period.
Year Ended December 31, Change 2024 2023 Dollar Percent (dollars in thousands) General and administrative $ 217,513 $ 195,746 $ 21,767 11 % The increase in general and administrative expenses during 2024 was primarily attributable to an increase of $19.2 million in personnel-related expenses, including increases of $9.4 million in salaries and wages, $8.9 million in stock-based compensation expense, and $0.8 million in severance costs incurred related to the restructuring event in January 2024.
Year Ended December 31, Change 2025 2024 Dollar Percent (dollars in thousands) General and administrative $ 232,967 $ 217,513 $ 15,454 7 % The increase in general and administrative expenses during 2025 was primarily attributable to an increase of $12.0 million in personnel-related expenses, including increases of $2.5 million in salaries and wages and $9.6 million in stock-based compensation expense.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed6 unchanged
Biggest changeOur expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the U.S., Australia, Canada, England, Egypt, Singapore, France, Ireland, Czech Republic, Costa Rica, India, and the UAE.
Biggest changeOur expenses are generally denominated in the currencies of the jurisdictions in which we conduct our business operations, which are primarily in the U.S., Australia, Canada, England, Egypt, Ireland, Czech Republic, Costa Rica, India, the UAE, and Norway.
Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. As of December 31, 2024, a hypothetical 100 basis points increase or decrease in interest rates would not have a material impact on the fair market value of our portfolio.
Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. As of December 31, 2025, a hypothetical 100 basis points increase or decrease in interest rates would not have a material impact on the fair market value of our portfolio.
Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition. 67 Table of Contents
Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition. 70 Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Foreign Currency and Exchange Risk The vast majority of our cash generated from revenue is denominated in U.S. Dollars, with the remainder denominated in Australian Dollars, Canadian Dollars, Great British Pounds, Euros, Singapore Dollars, and UAE Dirham.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Foreign Currency and Exchange Risk The vast majority of our cash generated from revenue is denominated in U.S. Dollars, with the remainder denominated in Australian Dollars, Canadian Dollars, Great British Pounds, Euros, Norwegian Krone, and UAE Dirham.
Interest Rate Risk We had cash, cash equivalents, and marketable securities of $821.4 million as of December 31, 2024. Cash, cash equivalents, and marketable securities consist of money market funds, U.S. treasury securities, corporate notes and obligations, commercial paper, checking accounts, and savings accounts. The cash and cash equivalents are held for working capital and general corporate purposes.
Interest Rate Risk We had cash, cash equivalents, and marketable securities of $811.0 million as of December 31, 2025. Cash, cash equivalents, and marketable securities consist of money market funds, U.S. treasury securities, corporate notes and obligations, commercial paper, checking accounts, and savings accounts. The cash and cash equivalents are held for working capital and general corporate purposes.

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