Procore Technologies, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Procore Technologies, Inc. on March 10, 2026. The filing discloses the appointment of new executive officers and the reaffirmation of financial guidance previously issued on February 12, 2026.
Key Financial Metrics
The filing does not contain specific revenue, profit, cash flow, margin, debt, or liquidity figures for the current period. It references prior guidance issued on February 12, 2026, but does not restate the numerical values within this document.
Material Changes and Executive Appointments
The Board of Directors announced the following leadership changes effective March 10, 2026 (Initial Start Date) and April 1, 2026 (Transition Date):
- Rachel Pyles: Appointed Chief Financial Officer (CFO) Designate and Treasurer Designate. She will officially assume the roles of CFO and Treasurer on April 1, 2026.
- Robert Walter Hearn: Appointed Chief Revenue Officer (CRO) Designate. He will officially assume the role of CRO on April 1, 2026.
- Outgoing Officers: Howard Fu (current CFO) and Lawrence Stack (current CRO) will continue in their roles until the Transition Date, after which they will move into brief strategic advisory roles to support the transition.
Compensation and Equity Details
The filing details the compensation package for Rachel Pyles:
- Base Salary: $450,000 annually, effective March 10, 2026.
- Target Bonus: 75% of annual base salary under the 2026 executive bonus program.
- Sign-on Bonus: One-time payment of $50,000.
- Restricted Stock Units (RSUs): Target value of $8.1 million. Vesting begins February 20, 2027 (25%), with the remainder vesting quarterly over three years.
- Performance Stock Units (PSUs): Target value of $5.4 million. Vesting is based on Total Shareholder Return (TSR) relative to the S&P Completion Index Information Technology over a three-year period. Up to 200% of the target may vest.
Guidance, Outlook, and Risks
Procore reaffirmed its first-quarter fiscal 2026 and full-year fiscal 2026 guidance as previously announced on February 12, 2026. The filing notes that the press release accompanying this report is not deemed "filed" for purposes of Section 18 of the Exchange Act. No new material risks or contingencies were disclosed in this specific filing beyond standard executive transition risks.
Investor Verification Checklist
- Verify the specific numerical values for Q1 and Full-Year 2026 guidance in the February 12, 2026 earnings release.
- Review the attached Offer Letter (Exhibit 10.1) for full terms of Rachel Pyles' employment and severance conditions.
- Confirm the exact number of RSUs and PSUs granted based on the volume-weighted average closing price used for the calculation.
- Monitor the transition timeline to ensure Howard Fu and Lawrence Stack complete their advisory roles as scheduled.