PROCORE TECHNOLOGIES, INC.PCOR
PROCORE TECHNOLOGIES, INC. Stock Compensation Disclosure
STOCKHOLDERS’ EQUITY
2021 Equity Incentive Plan
In May 2021, the Company’s board of directors (the “Board”) adopted, and the stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”) with the purpose of granting stock-based awards, including stock options, stock appreciation rights, RSAs, RSUs, PSUs, and other forms of awards, to employees, directors, and consultants. As of December 31, 2024, a total of 51,863,260 shares of common stock were authorized for issuance under the 2021 Plan. The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to either (i) 5% of the total number of shares of the Company’s common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (ii) a lesser number of shares determined by the Board prior to the applicable January 1. Accordingly, on January 1, 2025, the number of shares of common stock that may be issued under the 2021 Plan increased by an additional 7,492,656 shares. As a result, as of December 31, 2025, a total of 59,355,916 shares of common stock are authorized for issuance under the 2021 Plan. As of December 31, 2025, a total of 37,151,634 shares of common stock were available for issuance under the 2021 Plan. No stock options have been issued under the 2021 Plan.
Stock options
No stock options were granted during the periods presented.
The following table summarizes the stock option activity during the year ended December 31, 2025 (aggregate intrinsic value in thousands):
| Number of Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Life | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding at December 31, 2024 | 3,152,158 | $ | 12.29 | 3.2 | $ | 198,832 | |||||||||||||||||
| Exercised | (1,087,885) | 10.86 | |||||||||||||||||||||
| Outstanding at December 31, 2025 | 2,064,273 | 13.05 | 2.4 | 125,345 | |||||||||||||||||||
| Exercisable at December 31, 2025 | 2,064,273 | $ | 13.05 | 2.4 | $ | 125,345 | |||||||||||||||||
The intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 was $65.4 million, $67.6 million, and $66.7 million, respectively. As of December 31, 2025, there is no unrecognized stock-based compensation cost for stock options previously granted by the Company.
Restricted stock units
Service-based restricted stock units
In 2018, the Company began issuing RSUs to certain employees, officers, non-employee consultants, and directors. Other than as described below, all of the RSUs granted subsequent to the Company’s initial public offering (“IPO”) vest based solely on continued service, which is generally over four years on either a quarterly or annual vesting schedule.
The grant date fair value of RSUs granted during 2025, 2024, and 2023 was $274.3 million, $318.4 million, and $238.8 million, respectively.
The following table summarizes the RSU activity during the year ended December 31, 2025:
| Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||
| Unvested at December 31, 2024 | 7,071,443 | $ | 65.85 | ||||||||
| Granted | 3,991,531 | 68.97 | |||||||||
| Vested | (3,457,078) | 64.79 | |||||||||
| Canceled/Forfeited | (1,174,428) | 66.84 | |||||||||
| Unvested at December 31, 2025 | 6,431,468 | $ | 68.18 | ||||||||
The intrinsic value of RSUs vested during the years ended December 31, 2025, 2024, and 2023 was $253.5 million, $232.9 million, and $221.9 million, respectively.
As of December 31, 2025, the total unrecognized stock-based compensation cost for all RSUs outstanding at that date was $397.9 million, which is expected to be recognized over a weighted-average vesting period of 2.6 years.
Performance and market-based restricted stock units
In 2022, the Company began granting PSUs to certain non-executive employees with vesting terms based on the achievement of certain operating performance goals.
In September 2025, the Company granted Dr. Ajei S. Gopal, the Company’s President and CEO, and former CEO Designate, an aggregate target number of 409,283 MSUs (the “2025 CEO MSUs”). The 2025 CEO MSUs are subject to a market condition and will vest based on the Company’s total shareholder return (“TSR”) performance relative to the TSR of the other companies that comprise the S&P Completion Index (CI) Information Technology (the “Index”), subject to Dr. Gopal’s continued service through the applicable vesting date, as described in more detail below. A percentage of the 2025 CEO MSUs ranging from 0% to 50% may become eligible to vest (such portion that actually becomes eligible to vest, as determined by the Board or an authorized committee thereof, the “Eligible Tranche 1 MSUs”) based on the applicable percentile ranking of the TSR of the Company’s common stock, as measured over the three-year period beginning on (and including) September 22, 2025 (the “Initial Start Date”), relative to the TSR of the other companies that comprise the Index, measured over the same three-year period. In addition, a percentage of the 2025 CEO MSUs ranging from 0% to 200%, less any Eligible Tranche 1 MSUs, may become eligible to vest (such portion that actually becomes eligible to vest, as determined by the Board or an authorized committee thereof, the “Eligible Tranche 2 MSUs”), based on the percentile ranking of the TSR of the Company’s common stock, as measured over the four-year period beginning on (and including) the Initial Start Date, relative to the TSR of the other companies that comprise the Index over the same four-year period. In the event where the Company’s absolute TSR is negative over the four-year performance period, the total payout will be capped at 100% of the target award, regardless of the Company’s relative TSR performance. The Eligible Tranche 1 MSUs and Eligible Tranche 2 MSUs, if any, will vest on the next quarterly company vesting date (each February 20, May 20, August 20, and November 20, each a “Company Vesting Date”) following the date that the number of Eligible Tranche 1 MSUs or Eligible Tranche 2 MSUs, as applicable, is certified by the Board or an authorized committee thereof, in each case, subject to Dr. Gopal’s continuous service through the applicable Company Vesting Date. The fair value of the 2025 CEO MSUs was determined using a Monte Carlo simulation valuation model on the date of grant, as described below. The related stock-based compensation is recognized on a straight-line basis over the applicable vesting term of each respective tranche, with no changes for final projected payout of the awards. If the required service period for the 2025 CEO MSUs is not completed, the award will be forfeited, and compensation expense will be adjusted. We account for forfeitures as they occur. The fair value of the 2025 CEO MSUs determined based on the Monte Carlo simulation is $47.5 million.
To determine the fair value of the 2025 CEO MSUs, the Company utilized a Monte Carlo simulation with the following assumptions:
| Risk-free interest rate | 3.56% to 3.68% | ||||
| Expected term (in years) | 3.0 to 4.0 | ||||
| Estimated dividend yield | 0.00% | ||||
| Procore estimated weighted-average volatility | 49.21% | ||||
The term of the 2025 MSUs is the term of the award. The Company estimates volatility for the 2025 CEO MSUs based on the historical volatility of its own common stock price. The interest rate is derived from government bonds with a term equal to the longest simulation term. The Company has not declared, nor does it expect to declare, dividends in the foreseeable future. Consequently, an expected dividend yield of zero was utilized.
In March 2025, the Company granted its former CEO an aggregate target number of 93,438 PSUs (the “2025 CEO PSUs”) that would vest (if at all) over a three-year period, subject to the achievement of certain financial performance goals and continued service through the applicable vesting date. A target number of 70,078 of the 2025 CEO PSUs (75% of the 2025 CEO PSUs) was eligible to vest based on the attainment level of a revenue performance goal for fiscal year 2025, which was set near the beginning of fiscal year 2025, with a payout range of 0% to 200% of target. A target number of 23,360 of the 2025 CEO PSUs (25% of the 2025 CEO PSUs) was eligible to vest based on the attainment of a non-GAAP operating margin performance goal for fiscal
year 2025, which was set near the beginning of fiscal year 2025, with a payout range of 0% to 150% of target. The actual number of 2025 CEO PSUs that became eligible to vest was determined based on the attainment level of the applicable performance goal, as certified by the Compensation Committee of the Board (the “Compensation Committee”). As of December 31, 2025, both the revenue and non-GAAP operating margin goals were achieved, and the goals were certified in February 2026. As a result, one-third of the 2025 CEO PSUs that became eligible to vest vested on February 20, 2026. The remaining 2025 CEO PSUs that became eligible to vest will vest in substantially equal installments quarterly over the two years following February 20, 2026.
In March 2024, the Company granted its former CEO an aggregate target number of 46,986 PSUs (the “2024 CEO PSUs”) that would vest (if at all) over a three-year period, subject to the achievement of certain financial performance goals and continued service through the applicable vesting date. A target number of 35,239 of the 2024 CEO PSUs (75% of the 2024 CEO PSUs) were eligible to vest based on the attainment level of a revenue performance goal for fiscal year 2024, which was set at the beginning of fiscal year 2024, with a payout range of 0% to 200% of target. A target number of 11,747 of the 2024 CEO PSUs (25% of the 2024 CEO PSUs) were eligible to vest based on the attainment of a non-GAAP operating margin performance goal for fiscal year 2024, which was set at the beginning of fiscal year 2024, with a payout range of 0% to 150% of target. The actual number of 2024 CEO PSUs that became eligible to vest was determined based on the attainment level of the applicable performance goal, as certified by the Compensation Committee of the Board. As of December 31, 2025, the non-GAAP operating margin performance goal was achieved and the revenue performance goal was not achieved, which were certified in February 2025. As a result, one-third of the 2024 CEO PSUs that became eligible to vest vested on February 20, 2025. The remaining 2024 CEO PSUs that became eligible to vest will vest in substantially equal installments quarterly over the two years following February 20, 2025.
The Company recognizes compensation expense for PSUs that are not subject to a market condition in the period in which it becomes probable that the underlying performance target will be achieved. Compensation expense for awards that contain performance conditions is calculated using the graded vesting method and the portion of expense recognized in any period may fluctuate depending on changing estimates of the achievement of the performance conditions.
The grant date fair value of PSUs granted during 2025, 2024, and 2023 was $59.6 million, $9.5 million, and $1.9 million, respectively.
The following table summarizes the PSU activity during the year ended December 31, 2025:
| Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||
| Unvested at December 31, 2024 | 155,791 | $ | 67.63 | ||||||||
Granted(1) | 586,259 | 103.62 | |||||||||
| Vested | (50,591) | 66.08 | |||||||||
| Canceled/Forfeited | (86,406) | 64.68 | |||||||||
| Unvested at December 31, 2025 | 605,053 | $ | 103.05 | ||||||||
(1) This represents awards granted at 100% attainment of the performance conditions.
The intrinsic value of PSUs vested during the years ended December 31, 2025, 2024, and 2023 was $3.6 million, $2.3 million, and $0.7 million, respectively.
As of December 31, 2025, the total unrecognized stock-based compensation cost for all PSUs outstanding at that date was $47.2 million, which is expected to be recognized over a weighted-average vesting period of 2.5 years.
Restricted stock awards
In November 2021, the Company issued 199,670 RSAs to certain key employees in connection with the acquisition of Express Lien, Inc. (d/b/a Levelset) that vest based on their continued service over a two-year period. As of December 31, 2023, all shares had vested. During the year ended December 31, 2023, the Company recognized stock-based compensation expense of $7.8 million relating to these shares.
Employee Stock Purchase Plan
In May 2021, the Board adopted, and the stockholders approved, the 2021 Employee Stock Purchase Plan (the "ESPP"), which became effective immediately prior to the effective date of the Company’s IPO. As of December 31, 2024, a total of 6,780,128 shares of common stock had been reserved for issuance under the ESPP. The number of shares of the Company’s common stock reserved for issuance under the ESPP automatically increases on January 1 of each year for a period of ten years, beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year; and (ii) 3,900,000 shares, except before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Accordingly, on January 1, 2025, the number of shares of common stock reserved under the ESPP increased by an additional 1,498,531 shares.
The offering periods are scheduled to start in May and November of each year. The ESPP provides for consecutive offering periods that will typically have a duration of 12 months in length and comprise two purchase periods of six months in length, subject to reset and rollover provisions.
The ESPP provides eligible employees with an opportunity to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their eligible compensation, subject to a maximum of $25,000 of stock per calendar year. A participant may purchase a maximum of 2,500 shares of common stock during a purchase period. Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each six-month purchase period. The purchase price of the shares will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the related offering period. However, in the event the fair value of the common stock on the purchase date is lower than the fair value on the first trading day of the offering period, the offering period is terminated immediately following the purchase and a new offering period begins the following day. Participants may end their participation at any time prior to the last 15 days of a purchase period and will be repaid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment.
The fair value of the ESPP purchase rights on the date of grant using the Black-Scholes option pricing model was estimated using the following assumptions:
| December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Risk-free interest rate | 3.67% to 4.24% | 4.29% to 5.33% | 4.68% to 5.33% | ||||||||||||||
| Expected term (in years) | 0.5 to 1.0 | 0.5 to 1.0 | 0.5 to 1.0 | ||||||||||||||
| Estimated dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||
| Estimated weighted-average volatility | 40.90% to 51.32% | 29.80% to 44.34% | 46.29% to 64.76% | ||||||||||||||
The term of the ESPP purchase rights is the offering period. Beginning in the fourth quarter of 2023, the Company estimates volatility for ESPP purchase rights based on the historical volatility of its own common stock price. The interest rate is derived from government bonds with a similar term to the ESPP purchase right granted. The Company has not declared, nor does it expect to declare, dividends in the foreseeable future. Consequently, an expected dividend yield of zero was utilized. The fair value of the Company’s common stock used to value ESPP purchase rights is based on the trading price of its publicly traded common stock.
Employee payroll contributions accrued in connection with the ESPP were $5.2 million and $5.4 million as of December 31, 2025 and 2024, respectively, and are included within accrued expenses in the accompanying consolidated balance sheets. Employee payroll contributions ultimately used to purchase shares will be reclassified to stockholders’ equity on the purchase date. Stock-based compensation expense related to the ESPP is recognized on a straight-line basis over the offering period. During the years ended December 31, 2025, 2024, and 2023, the Company recognized stock-based compensation of $8.8 million, $9.3 million, and $10.7 million, respectively, in connection with the ESPP. During the years ended December 31, 2025, 2024, and 2023, 447,537, 465,698, and 575,928 shares of the Company’s common stock were purchased under the ESPP, respectively.
As of December 31, 2025, unrecognized stock-based compensation expense related to the ESPP was $8.1 million, which is expected to be recognized over a weighted-average period of 0.6 years.
Stock-based compensation
The Company recorded total stock-based compensation cost from stock options, RSUs, PSUs, MSUs, ESPP, RSAs, and sales of stock by employees in excess of fair value as follows (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of revenue | $ | 12,312 | $ | 8,191 | $ | 7,388 | |||||||||||
| Sales and marketing | 73,817 | 57,629 | 54,901 | ||||||||||||||
| Research and development | 89,526 | 67,926 | 68,265 | ||||||||||||||
| General and administrative | 62,770 | 53,134 | 44,281 | ||||||||||||||
| Total stock-based compensation expense | $ | 238,425 | $ | 186,880 | $ | 174,835 | |||||||||||
| Stock-based compensation capitalized for software development and cloud-computing arrangement implementation costs | 19,616 | 13,339 | 9,717 | ||||||||||||||
| Total stock-based compensation cost | $ | 258,041 | $ | 200,219 | $ | 184,552 | |||||||||||
There were no net tax benefits recognized in the accompanying consolidated statements of operations and comprehensive loss for stock-based compensation arrangements for the years ended December 31, 2025, 2024, and 2023 due to the Company having a full valuation allowance against its deferred tax assets.
On November 10, 2025, the Company’s former CEO resigned, while maintaining his position as Chair of the Board. In connection with the CEO’s resignation, the Company recognized incremental stock-based compensation expense related to the acceleration of the expense for his unvested RSUs and PSUs. The former CEO’s awards will continue to vest over the remainder of each award’s service period while he remains in continuous service to the Company as Chair of the Board. The acceleration of stock-based compensation expense was accounted for as a Type III modification under ASC 718. The total stock-based compensation expense accelerated and recognized related to this accounting modification was $23.8 million during the year ended December 31, 2025.
Stock repurchase program
On November 3, 2025, the Board authorized a new stock repurchase program to repurchase up to $300.0 million of the Company’s outstanding common stock (the "2025 Stock Repurchase Program"). The Company intends to opportunistically repurchase shares of its 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. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases of its common stock under this authorization. The timing of stock repurchases and the actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities, and will be subject to the discretion of the Company’s management within
its authorization. The 2025 Stock Repurchase Program will be funded using the Company’s working capital. The 2025 Stock Repurchase Program does not obligate the Company to acquire any particular number of shares of the Company’s common stock, or any shares at all. The 2025 Stock Repurchase Program expires on November 3, 2026, and may be suspended or discontinued at any time at the Company’s discretion and without notice.
In October 2024, the Board authorized a stock repurchase program to repurchase up to $300.0 million of the Company’s outstanding common stock (the "2024 Stock Repurchase Program"). The timing of stock repurchases and the actual number of shares repurchased depended on a variety of factors, including price, general business and market conditions, and alternative investment opportunities, and was subject to the discretion of the Company’s management within its authorization. The 2024 Stock Repurchase Program was funded using the Company’s working capital. The 2024 Stock Repurchase Program expired on October 29, 2025.
During the year ended December 31, 2025, the Company repurchased and retired a total of 1,903,854 shares of the Company’s common stock at a weighted average per share price of $67.67 for an aggregate amount of $128.8 million under the 2024 Stock Repurchase Program and the 2025 Stock Repurchase Program, 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. Between December 31, 2025 and February 24, 2026, the Company repurchased and retired 1,765,560 shares of its common stock at a weighted average per share price of $56.66 for an aggregate amount of $100.0 million under the 2025 Stock Repurchase Program.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2022 | Mar 1, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.