PROCORE TECHNOLOGIES, INC. — Form 8-K

Procore Technologies (market cap ~$8.2B) is acquiring DroneDeploy, Inc. via merger effective July 27, 2026. The merger agreement provides for cash consideration to DroneDeploy shareholders based on a Merger Consideration amount calculated from enterprise value adjustments (working capital, indebtedness, transaction expenses, change of control payments). Specific dollar amounts are not disclosed in this agreement excerpt, but the structure includes post-closing adjustments via escrow funds and earnout provisions. Key terms: stockholder approval requirement (majority of shares, 60% of preferred stock), Fortis Advisors as stockholder representative, Acquiom as payment agent, closing contingent on HSR clearance and financing.