What changed in this filing

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Item 9A. Controls and Procedures

2024-03-27 compared with 2023-03-24 · 36 added, 39 removed, 139 unchanged (35% 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 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.

In addition, they are designed to ensure that such information is accumulated and communicated to our management, including our CEO 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 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, 2024.

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.

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our CEO 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 CEO 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, 2024.

3 unchanged sentences

Limitations on Effectiveness of Controls and Procedures

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.

Our management, including our CEO 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.

1 unchanged sentence

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 and

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

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

Not applicable.

During the three months ended January 31, 2024, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of our securities as follows:

• On January 12, 2024 , Richard P.

Wong , a member of our board of directors , on behalf of a family trust, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act to sell, between April 15, 2024 and July 15, 2024, up to 150,000 shares of our Class A common stock, subject to limit prices .

• On January 12, 2024 , Brad Brubaker , our Chief Legal Officer and Secretary , terminated the remaining portion of his Rule 10b5-1 trading arrangement originally adopted on January 11, 2023 for the sale of up to 165,000 shares of our Class A common stock through February 28, 2024.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

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.

The Code of Conduct is available on our website at uipath.com ( http://www.uipath.com/assets/downloads/global-code-conduct ).

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.

7 unchanged sentences

The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2024 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, 2024.

Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

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

4 unchanged sentences

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 S upplementary Data.

Financial Statements and Supplementary Data.

(3) Exhibit Index

8 unchanged sentences

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

10-K 001-40348 3.3 03/24/2023

4.1 Form of Class A Common Stock Certificate

46 unchanged sentences

S-1 333-254738 10.15 03/26/2021

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

and Thomas Hansen, dated March 3, 2020

S-1 333-254738 10.16 03/26/2021

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

and Ted Kummert, dated February 18, 2020

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

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

S-1 333-254738 10.19 03/26/2021

10.19 Lease between Ninety Park Property LLC and UiPath, Inc., dated as of March 30, 2018

S-1 333-254738 10.20 03/26/2021

10.20 Amendment of Lease between Ninety Park Property LLC and UiPath, Inc., dated as of December 19, 2018

S-1 333-254738 10.21 03/26/2021

Non-Employee Director Compensation Policy

4 unchanged sentences

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

1 unchanged sentence

Separation and Release of Claims Agreement between UiPath, Inc.

and Thomas Hansen, dated April 5, 2022

and Christopher Weber, executed March 28, 2023

10-Q 001-40348 10.1 06/02/2023

Advisory Agreement between UiPath, Inc.

and Theodore Kummert, executed April 11, 2023

10-Q 001-40348 10.1 06/02/2023

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

4 unchanged sentences

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

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.

31.1 Certification of 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 Chief 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

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

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

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

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

Ui Path , Inc.

Incentive Compensation Rec oup ment P olicy

101.SCH XBRL Taxonomy Extension Schema Document

6 unchanged sentences

++ Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been redacted.

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 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.

**Certain information contained in this agreement has been omitted because it is the type that the registrant treats as private or confidential and/or is not material.

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.

Form 10-K Summary

3 unchanged sentences

March 27, 2024

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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Enslin 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated (and, as indicated with an asterisk, representing at least a majority of the members of the board of directors).

Signature Title Date

/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

/s/ Robert Enslin Chief Executive Officer and Director March 27, 2024

Robert Enslin* ( Principal Executive Officer )

3 unchanged sentences

Hitesh Ramani (Principal Accounting Officer)

/s/ Daniel Dines Chairman and Chief Innovation Officer March 27, 2024

Daniel Dines*

/s/ Philippe Botteri Director March 27, 2024

5 unchanged sentences

/s/ Laela Sturdy Director March 27, 2024

/s/ Jennifer Tejada Director March 24, 2023

Jennifer Tejada

Laela Sturdy*

/s/ Karenann Terrell Director March 27, 2024

Karenann Terrell*

/s/ Richard P.

1 unchanged sentence

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