Material Event (Form 8-K)

As previously reported, on July 27, 2026, Procore Technologies, Inc., a Delaware corporation ("Procore"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Procore, DF Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Procore ("Merger Sub"), DroneDeploy, Inc., a Delaware corporation ("DroneDeploy"), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Stockholder Representative (as defined in the Merger Agreement). Merger Sub was formed by Procore to merge with and into DroneDeploy, with DroneDeploy continuing as the surviving company and as a wholly-owned subsidiary of Procore (the "Merger").

On September 9, 2026, Procore consummated the Merger, pursuant to the terms of the Merger Agreement. Pursuant to the Merger Agreement, Procore acquired DroneDeploy for a purchase price of approximately $845.0 million in cash, subject to certain adjustments for working capital, transaction expenses, cash, and indebtedness, among other things, as described in the Merger Agreement.

The entry into the Merger Agreement and related matters were reported in a Current Report on Form 8-K filed by Procore with the Securities and Exchange Commission on July 29, 2026, which filing is incorporated herein by reference. The foregoing description of the Merger Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Procore's Current Report on Form 8-K on July 29, 2026, and is incorporated herein by reference.