What changed in this filing

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Item 9A. Controls and Procedures

2023-03-24 compared with 2022-04-04 · 57 added, 43 removed, 121 unchanged (45% of the section changed)

2 unchanged sentences

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

In addition, they are designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate to allow timely decisions regarding required disclosure.

Pursuant to in Rules 13(a)-13(e) and 15(d)-15(e) under the Exchange Act, our management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of January 31, 2022.

In addition, they are designed to ensure that such information is accumulated and communicated to our management, including our Co- CEO s and CFO , as appropriate to allow timely decisions regarding required disclosure.

Pursuant to in Rules 13(a)-13(e) and 15(d)-15(e) under the Exchange Act, our management, under the supervision and with the participation of our Co-CEOs and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Co-CEOs and CFO concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of January 31, 2023.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishment and maintenance of adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our Co-CEOs and CFO, to provide reasonable assurance regarding the reliability of financing reporting and the preparation of financial statements for external purposes in accordance with U.S.

Under the supervision and with the participation of our Co-CEOs and CFO, and under the oversight of our Board of Directors, our management performed an evaluation of the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K, based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on such evaluation, our management concluded that our internal control over financial reporting was effective as of January 31, 2023.

The effectiveness of our internal control over financial reporting as of January 31, 2023 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter ended January 31, 2022 no material change in internal control over financial reporting was identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the fiscal quarter ended January 31, 2023 no change in internal control over financial reporting was identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our CEO and CFO, believes that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and are effective at a reasonable assurance level.

Our management, including our Co-CEOs and CFO, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at a reasonable assurance level.

However, any control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that its objectives will be met.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures including resource constraints, errors in judgment, and the possibility that controls and procedures will be circumvented by collusion, by management override, or by mistake.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures and internal control over financial reporting, including resource constraints, errors in judgment, and the possibility that controls and procedures will be circumvented by collusion, by management override, or by mistake.

Additionally, the design of any control system is based in part on management assumptions about the likelihood of future events, and there can be no assurance that the system will succeed in achieving its objectives under all potential future scenarios.

As a result of these limitations, our management does not expect that our disclosure controls and procedures will prevent all potential errors or fraud or detect all potential misstatements due to error or fraud.

Management's Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to an exemption for emerging growth companies.

As a result of these limitations, our management does not expect that our disclosure controls and procedures and

internal control over financial reporting will prevent all potential errors or fraud or detect all potential misstatements due to error or fraud.

Other Information

4 unchanged sentences

The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2023.

We have adopted a Code of Conduct that applies to all employees, including executive officers, and to directors.

The Code of Conduct is available on our website at ir.uipath.com.

If we ever were to amend or waive any provision of our Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, or to any of our directors or other executive officers, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form 8-K.

Executive Compensation

6 unchanged sentences

Exhibits, Financial Statement Schedules

Exhibit and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) Consolidated Financial Statements

The consolidated financial statements are filed as a part of this Annual Report on Form 10-K under Ite m 8.

The consolidated financial statements are filed as a part of this Annual Report on Form 10-K under Item 8.

Financial Statements and Supplementary Data.

1 unchanged sentence

The financial statement schedules are omitted because they are either not applicable or because the information required is presented in the financial statements and notes thereto under Item 8.

Financial Statements and Supplementary Data .

Financial Statements and S upplementary Data.

(3) Exhibit Index

3 unchanged sentences

Exhibit Filing Date Filed Herewith

1.1 Form of Underwriting Agreement

S-1/A 333-254738 1.1 04/12/2021

3.1 Amended and Restated Certificate of Incorporation of UiPath, Inc.

8-K 001-40348 3.1 04/28/2021

3.2 Amended and Restated Bylaws of UiPath, Inc.

3.2 Second Amended and Restated Bylaws of UiPath, Inc.

8-K 001-40348 3.2 03/10/2023

3.3 Second Amended and Restated Bylaws of UiPath, Inc., marked to show amendments effective as of March 7, 2023

4.1 Form of Class A Common Stock Certificate

1 unchanged sentence

4.2 Description of Securities

10-K 001-40348 4.2 04/04/2022

10.1 Amended and Restated Investors' Rights Agreement, dated February 1, 2021

19 unchanged sentences

10.8† UiPath, Inc.

2021 Equity In centi ve Plan

2021 Equity Incentive Plan

S-1/A 333-254738 10.8 04/12/2021

26 unchanged sentences

S-1 333-254738 10.17 03/26/2021

10.18 Amended and Restated Loan and Security Agreement, by and among UiPath, Inc., HSBC Bank USA, N.A., HSBC Ventures USA Inc., and Silicon Valley Bank, dated January 14, 2020

S-1 333-254738 10.18 03/26/2021

10.18 Senior Secured Credit Facilities Credit Agreement, by and among UiPath, Inc., Silicon Valley Bank, HSBC Ventures USA Inc., Sumitomo Mitsui Banking Corporation, and Mizuho Bank, LTD., dated October 30, 2020

9 unchanged sentences

10-Q 001-40348 10.1 12/10/2021

10.23† Offer Letter, by and between UiPath, Inc.

and Chris Weber, dated March 14, 2022

10-Q 001-40348 10.1 06/03/2022

10.24† Offer Letter, by and between UiPath, Inc.

and Robert Enslin, dated April 25, 2022

10-Q 001-40348 10.2 06/03/2022

10.25† Separation and Release of Claims Agreement between UiPath, Inc.

and Thomas Hansen, dated April 5, 2022

10-Q 001-40348 10.1 09/08/2022

16.1 Letter from Grant Thornton LLP, dated April 20, 2022, regarding change in independent registered public accounting firm

8-K 001-40348 16.1 04/20/2022

21.1 List of Subsidiaries of UiPath, Inc.

23.1 Consent of KPMG LLP, independent registered public accounting firm

23.2 Consent of Grant Thornton LLP, independent registered public accounting firm

24.1 Power of attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)

31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1^ Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2^ Certification of Principal Financial Officer Pursuant to 18 U.S.C.

31.1 Certification of Co-Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Co-Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3 Certification of Chie f Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1^ Certification of Co-Chief Executive Officers and Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

8 unchanged sentences

The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, an unredacted copy of this exhibit.

^ The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

^ The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ Daniel Dines

Chief Executive Officer and Chairman

April 4, 2022

/s/ Ashim Gupta

Chief Financial Officer

March 24, 2023

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Dines and Brad Brubaker, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

1 unchanged sentence

Signature Title Date

/s/ Daniel Dines Chief Executive Officer and Chairman ( Principal Executive Officer )

April 4, 2022

/s/ Ashim Gupta Chief Financial Officer April 4, 2022

/s/ Daniel Dines Co-Chief Executive Officer and Chairman March 24, 2023

Daniel Dines ( Principal Executive Officer )

/s/ Robert Enslin Co-Chief Executive Officer March 24, 2023

Robert Enslin ( Principal Executive Officer )

/s/ Ashim Gupta Chief Financial Officer March 24, 2023

Ashim Gupta ( Principal Financial Officer )

/s/ Hitesh Ramani Chief Accounting Officer April 4, 2022

/s/ Hitesh Ramani Chief Accounting Officer March 24, 2023

Hitesh Ramani (Principal Accounting Officer)

/s/ Philippe Botteri Director April 4, 2022

/s/ Philippe Botteri Director March 24, 2023

Philippe Botteri

/s/ Carl Eschenbach Director April 4, 2022

Carl Eschenbach

/s/ Michael Gordon Director April 4, 2022

/s/ Michael Gordon Director March 24, 2023

Michael Gordon

/s/ Kimberly L.

Hammonds Director April 4, 2022

/s/ Daniel D.

Springer Director April 4, 2022

/s/ Laela Sturdy Director April 4, 2022

/s/ Jennifer Tejada Director April 4, 2022

Springer Director March 24, 2023

/s/ Laela Sturdy Director March 24, 2023

/s/ Jennifer Tejada Director March 24, 2023

Jennifer Tejada

/s/ Richard P.

Wong Director April 4, 2022

Wong Director March 24, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures