The company increased the deal from $750 million and said proceeds will help fund the DroneDeploy acquisition, capped call transactions and share repurchases.
Procore Technologies, Inc. priced an upsized $825.0 million private placement of 0.00% Convertible Senior Notes due 2031, expanding the deal from the previously planned $750.0 million. The notes were offered only to qualified institutional buyers under Rule 144A, and the company granted initial purchasers a 13-day option to buy up to an additional $125.0 million. Procore expects the sale to close on August 6, 2026, subject to customary conditions. The notes will be general senior unsecured obligations, will not bear regular interest and will mature on August 15, 2031 unless earlier converted, redeemed or repurchased. Procore expects net proceeds of about $804.4 million, or $926.6 million if the option is fully exercised, and said it will use the money to fund part of its acquisition of DroneDeploy, Inc., pay roughly $51.3 million for capped call transactions, repurchase about $175.0 million of stock and cover general corporate purposes. The initial conversion rate is 12.0642 shares per $1,000 principal amount, equal to an initial conversion price of about $82.89, a 50.0% premium to the August 3, 2026 last reported sale price of $55.26. Procore also plans privately negotiated capped call transactions with financial institutions to help offset dilution from conversion, with an initial cap price of $110.52, a 100.0% premium to that same stock price. Separately, the company said it expects to repurchase about 3.17 million shares at $55.26 apiece concurrently with the pricing, and said the hedging and repurchase activity could affect the market price of its stock and the notes.