{"filing":{"accession_number":"0001193125-26-338452","cik":"0001611052","ticker":"PCOR","company_name":"PROCORE TECHNOLOGIES, INC.","form":"8-K","filing_date":"2026-08-06","report_date":"2026-08-03","primary_document":"d169822d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1611052/000119312526338452/d169822d8k.htm"},"events":[{"id":24692,"run_id":22388,"accession_number":"0001193125-26-338452","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Procore completed a private offering of $950 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 on August 6, 2026. The notes are general senior unsecured obligations with conversion mechanics, redemption provisions, and capped call transactions, with net proceeds of approximately $804.4 million to be used for the DroneDeploy acquisition, capped call transactions, share repurchases, and general corporate purposes.","company_name":"PROCORE TECHNOLOGIES, INC.","ticker":"PCOR","filing_date":"2026-08-06","form":"8-K","submitted_at":null,"items":[{"id":25337,"accession_number":"0001193125-26-338452","item_number":"1.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Procore completed a private offering of $950 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 on August 6, 2026, pursuant to an indenture with U.S. Bank Trust Company. This is a material creation of a direct financial obligation—a debt issuance—distinct from equity dilution or M\u0026A activity. The filing explicitly discloses the terms, conversion mechanics, redemption provisions, and events of default governing the Notes, which are the hallmarks of a debt_issuance event under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T00:38:06.544705+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25338,"accession_number":"0001193125-26-338452","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through the issuance of $825.0 million aggregate principal amount of Convertible Senior Notes due 2031 (with an additional $125.0 million option). This is a material debt issuance by Procore Technologies, Inc., with net proceeds of approximately $804.4 million to be used for the DroneDeploy acquisition, capped call transactions, share repurchases, and general corporate purposes. The convertible notes are general senior unsecured obligations bearing 0.00% interest and maturing August 15, 2031.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T00:38:06.544705+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25339,"accession_number":"0001193125-26-338452","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Procore conducted a private placement of $825 million in convertible senior notes (0.00% Convertible Senior Notes due 2031) to qualified institutional buyers under Rule 144A and Section 4(a)(2) of the Securities Act. The notes are convertible into 11.46–17.19 million shares of common stock depending on conversion circumstances. This is a classic dilutive issuance of unregistered equity securities (via convertible debt) that will result in substantial share dilution upon conversion, with the company explicitly stating it does not intend to register the underlying shares for resale.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T00:38:06.544705+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25340,"accession_number":"0001193125-26-338452","item_number":"8.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Procore announced the pricing of $825.0 million aggregate principal amount of Convertible Senior Notes due 2031 in a private placement, with an additional $125.0 million option granted to initial purchasers. This is a material creation of a direct financial obligation. While the notes are convertible into equity, the primary event disclosed is the issuance of debt securities, making debt_issuance the most appropriate classification. The filing explicitly states the notes are \"general senior unsecured obligations\" and details conversion mechanics, redemption provisions, and capped call transactions—all hallmarks of a convertible debt offering.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T00:38:06.544705+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":25337,"accession_number":"0001193125-26-338452","item_number":"1.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Procore completed a private offering of $950 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 on August 6, 2026, pursuant to an indenture with U.S. Bank Trust Company. This is a material creation of a direct financial obligation—a debt issuance—distinct from equity dilution or M\u0026A activity. The filing explicitly discloses the terms, conversion mechanics, redemption provisions, and events of default governing the Notes, which are the hallmarks of a debt_issuance event under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T00:38:06.544705+00:00","company_name":"PROCORE TECHNOLOGIES, INC.","ticker":"PCOR","filing_date":"2026-08-06"},{"id":25338,"accession_number":"0001193125-26-338452","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through the issuance of $825.0 million aggregate principal amount of Convertible Senior Notes due 2031 (with an additional $125.0 million option). This is a material debt issuance by Procore Technologies, Inc., with net proceeds of approximately $804.4 million to be used for the DroneDeploy acquisition, capped call transactions, share repurchases, and general corporate purposes. The convertible notes are general senior unsecured obligations bearing 0.00% interest and maturing August 15, 2031.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T00:38:06.544705+00:00","company_name":"PROCORE TECHNOLOGIES, INC.","ticker":"PCOR","filing_date":"2026-08-06"},{"id":25339,"accession_number":"0001193125-26-338452","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Procore conducted a private placement of $825 million in convertible senior notes (0.00% Convertible Senior Notes due 2031) to qualified institutional buyers under Rule 144A and Section 4(a)(2) of the Securities Act. The notes are convertible into 11.46–17.19 million shares of common stock depending on conversion circumstances. This is a classic dilutive issuance of unregistered equity securities (via convertible debt) that will result in substantial share dilution upon conversion, with the company explicitly stating it does not intend to register the underlying shares for resale.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T00:38:06.544705+00:00","company_name":"PROCORE TECHNOLOGIES, INC.","ticker":"PCOR","filing_date":"2026-08-06"},{"id":25340,"accession_number":"0001193125-26-338452","item_number":"8.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Procore announced the pricing of $825.0 million aggregate principal amount of Convertible Senior Notes due 2031 in a private placement, with an additional $125.0 million option granted to initial purchasers. This is a material creation of a direct financial obligation. While the notes are convertible into equity, the primary event disclosed is the issuance of debt securities, making debt_issuance the most appropriate classification. The filing explicitly states the notes are \"general senior unsecured obligations\" and details conversion mechanics, redemption provisions, and capped call transactions—all hallmarks of a convertible debt offering.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T00:38:06.544705+00:00","company_name":"PROCORE TECHNOLOGIES, INC.","ticker":"PCOR","filing_date":"2026-08-06"}]}