What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-24 compared with 2024-03-27 · 357 added, 264 removed, 979 unchanged (39% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 185 )

Report of Predecessor Auditor (PCAOB ID Number 248 )

Consolidated Balance Sheets

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Consolidated Statements of Comprehensive Loss

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flows

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

UiPath, Inc.:

To the Stockholders and the Board of Directors UiPath, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of UiPath, Inc.

and subsidiaries (the Company) as of January 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended January 31, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of January 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended January 31, 2025, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2024, in conformity with U.S.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended January 31, 2025, in conformity with U.S.

generally accepted accounting principles.

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(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition - Assessment of Terms and Conditions in Certain Contracts

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March 24, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of UiPath, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of January 31, 2022 (not presented herein), the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity, and cash flows for the year ended January 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2022, and the results of its operations and its cash flows for the year ended January 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We served as the Company’s auditor from 2018 to 2022.

New York, New York

April 4, 2022

Consolidated Balance Sheets

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82,453 shares issued and outstanding

Treasury stock, at cost, 5,840 shares and none , respectively

Treasury stock, at cost, 37,621 shares and 5,840 , respectively

( 494,779 ) ( 102,615 )

Additional paid-in capital 4,333,300 4,024,079

Accumulated other comprehensive income 8,825 7,612

Accumulated other comprehensive (loss) income ( 4,890 ) 8,825

Accumulated deficit ( 1,987,875 ) ( 1,914,181 )

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Interest income 49,422 57,130 27,955

Other income (expense), net 31,775 2,767 ( 13,488 )

Other income, net 35,047 31,775 2,767

Loss before income taxes ( 78,100 ) ( 75,815 ) ( 317,561 )

Provision for income taxes 14,068 10,791 14,703

(Benefit from) provision for income taxes

( 4,406 ) 14,068 10,791

Net loss $ ( 73,694 ) $ ( 89,883 ) $ ( 328,352 )

Net loss per share attributable to common stockholders, basic and diluted $ ( 0.16 ) $ ( 0.60 ) $ ( 1.16 )

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 563,855 548,022 454,625

Net loss per share, basic and diluted $ ( 0.13 ) $ ( 0.16 ) $ ( 0.60 )

Weighted-average shares used in computing net loss per share, basic and diluted 559,933 563,855 548,022

The accompanying notes are an integral part of these consolidated financial statements.

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Other comprehensive income (loss), net of tax:

Unrealized gain (loss) on available-for-sale marketable

securities, net 519 ( 284 ) ( 318 )

Foreign currency translation adjustments 694 ( 3,003 ) 23,738

Other comprehensive income (loss), net 1,213 ( 3,287 ) 23,420

Unrealized (loss) gain on available-for-sale marketable securities, net ( 272 ) 519 ( 284 )

Foreign currency translation adjustments, net

( 13,443 ) 694 ( 3,003 )

Other comprehensive (loss) income, net ( 13,715 ) 1,213 ( 3,287 )

Comprehensive loss $ ( 87,409 ) $ ( 88,670 ) $ ( 331,639 )

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

Amounts in thousands

Convertible preferred stock Common stock

Treasury stock

Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders’ equity (deficit)

Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders’ equity

Class A Class B

Shares Amount Shares Amount Shares Amount Shares Amount Amount Amount Amount Amount

Shares Amount Shares Amount Shares Amount Amount Amount Amount Amount

Balance as of January 31, 2022 458,773 $ 4 82,453 $ 1 — $ — $ 3,406,959 $ 10,899 $ ( 1,495,946 ) $ 1,921,917

Issuance of convertible preferred stock, net of issuance costs 12,043 749,836 — — — — — — — — — —

Conversion of convertible preferred stock to common stock upon initial public offering ( 306,300 ) ( 1,971,804 ) 306,300 3 — — — — 1,971,801 — — 1,971,804

Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs — — 13,000 — — — — — 687,903 — — 687,903

Conversion of shares of Class B common stock into shares of Class A common stock — — 28,200 — ( 28,200 ) — — — — — — —

Shares issued as consideration for business acquisition — — 543 — — — — — 30,467 — — 30,467

Issuance of common stock upon exercise of stock options 4,770 — — — — — 8,245 — — 8,245

Vesting of early exercised stock options — — — — — — 1,357 — — 1,357

Issuance of common stock under the employee stock purchase plan — — 411 — — — — — 14,462 — — 14,462

Issuance of common stock upon settlement of restricted stock units 13,644 1 — — — — — — — 1

Tax withholdings on settlement of restricted stock units ( 4,646 ) — — — — — ( 75,181 ) — — ( 75,181 )

Charitable donation of Class A common stock 300 — — — — — 5,499 — — 5,499

Shares issued in connection with business acquisition 570 — — — — — 2,965 — — 2,965

Issuance of common stock under the employee stock purchase plan 1,190 — — — — — 15,804 — — 15,804

Repurchase of unvested early exercised stock options ( 441 ) — — — — — — — — —

Stock-based compensation — — — — — — 371,190 — — 371,190

Other comprehensive income, net of tax — — — — — — — — — 23,420 — 23,420

Other comprehensive loss, net of tax — — — — — — — ( 3,287 ) — ( 3,287 )

Net loss — — — — — — — — ( 328,352 ) ( 328,352 )

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Charitable donation of Class A common stock 281 — — — — — 4,215 — — 4,215

Shares issued in connection with business acquisition — — 570 — — — — — 2,965 — — 2,965

Repurchase of Class A common stock — — — — ( 5,840 ) ( 102,615 ) — — — ( 102,615 )

Issuance of common stock under the employee stock purchase plan 1,364 — — — — — 17,313 — — 17,313

Repurchase of unvested early exercised stock options — — ( 441 ) — — — — — — — — —

Stock-based compensation — — — — — — 372,145 — — 372,145

Other comprehensive loss, net of tax — — — — — — — — — ( 3,287 ) — ( 3,287 )

Other comprehensive income, net of tax — — — — — — — 1,213 — 1,213

Net loss — — — — — — — — ( 89,883 ) ( 89,883 )

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Issuance of common stock upon exercise of stock options 4,002 — — — — — 8,032 — — 8,032

Vesting of early exercise stock options — — — — — — — — 2 — — 2

Vesting of early exercised stock options — — — — — — 2 — — 2

Issuance of common stock upon settlement of restricted stock units 15,357 — — — — — — — — —

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Issuance of common stock under employee stock purchase plan 1,550 — — — — — 15,708 — — 15,708

Stock-based compensation expense — — — — — — — — 372,145 — — 372,145

Other comprehensive income, net of tax — — — — — — — — — 1,213 — 1,213

Stock-based compensation — — — — — — 358,214 — — 358,214

Other comprehensive loss, net of tax — — — — — — — ( 13,715 ) — ( 13,715 )

Net loss — — — — — — — — ( 73,694 ) ( 73,694 )

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Amortization of deferred contract acquisition costs 92,089 75,471 59,826

Net amortization on marketable securities ( 28,246 ) ( 1,782 ) 1,954

Net accretion on marketable securities

( 31,778 ) ( 28,246 ) ( 1,782 )

Stock-based compensation expense 358,151 371,955 369,840

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Abandonment and impairment charges — — 2,881

Provision for deferred income taxes 554 861 ( 5,832 )

Other non-cash (credits) charges, net ( 3,700 ) ( 2,465 ) 1,983

(Benefit from) provision for deferred income taxes

( 19,794 ) 554 861

Other non-cash credits, net ( 2,332 ) ( 3,700 ) ( 2,465 )

Changes in operating assets and liabilities:

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Purchases of marketable securities ( 1,470,355 ) ( 1,485,965 ) ( 388,409 )

Sales of marketable securities — — 89,383

Maturities of marketable securities 1,475,584 1,050,984 151,426

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Payments related to business acquisitions, net of cash acquired — — ( 29,542 )

Capitalized software development costs — — ( 2,950 )

Purchases of investments

( 35,809 ) — —

Other investing, net — 2,754 1,197

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Payments of tax withholdings on net settlement of equity awards ( 77,930 ) ( 112,067 ) ( 73,095 )

Net (payments) receipts of tax withholdings on sell-to-cover equity award transactions ( 645 ) ( 9,480 ) 10,432

Net receipts (payments) of tax withholdings on sell-to-cover equity award transactions 99 ( 645 ) ( 9,480 )

Proceeds from employee stock purchase plan contributions 15,605 17,555 15,011

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Repurchase of unvested early exercised stock options — — ( 1,493 )

Proceeds from initial public offering, net of underwriting discounts and commissions — — 692,369

Payments of initial public offering costs — — ( 3,734 )

Proceeds from issuance of convertible preferred stock — — 750,000

Issuance costs related to convertible preferred stock — — ( 164 )

Net cash (used in) provided by financing activities ( 196,895 ) ( 60,669 ) 1,469,673

Net cash used in financing activities ( 450,515 ) ( 196,895 ) ( 60,669 )

Effect of exchange rate changes ( 7,029 ) ( 2,621 ) ( 6,811 )

Net (decrease) increase in cash, cash equivalents, and restricted cash ( 340,003 ) ( 366,604 ) 1,397,533

Net decrease in cash, cash equivalents, and restricted cash ( 182,482 ) ( 340,003 ) ( 366,604 )

Cash, cash equivalents, and restricted cash at beginning of period 1,062,116 1,402,119 1,768,723

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Supplemental disclosures of non-cash investing and financing activity:

Stock-based compensation capitalized for software development $ — $ — $ 4,487

Value of shares issued in payment of business acquisitions — — 2,965

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(the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in June 2015 and is headquartered in New York, New York.

Our AI-powered UiPath Business Automation Platform offers a robust set of capabilities that allows our customers to discover opportunities for automation, automate using a digital workforce that seamlessly collaborates with humans, and operate a mission critical automation program at scale.

Our AI-powered UiPath Platform ™ offers a robust set of capabilities that allows our customers to discover opportunities for automation, automate using a digital workforce that seamlessly collaborates with humans, and operate a mission critical automation program at scale.

We have legal prese nce in 31 countries, with our principal operations in t he U.S., R omania, and Japan.

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We evaluate estimates based on historical and anticipated results, trends, and various other assumptions.

Such estimates include, but are not limited to, certain aspects of revenue recognition, expected period of benefit for deferred contract acquisition costs, allowance for credit losses, fair value of financial assets and liabilities, fair value of acquired assets and assumed liabilities, useful lives of long-lived assets, capitalized software development costs, carrying value of operating lease ROU assets and operating lease liabilities, incremental borrowing rates for operating leases, amount of stock-based compensation expense including determination of fair value of common stock prior to our IPO, timing and amount of contingencies, costs related to our restructuring actions, uncertain tax positions, and valuation allowance for deferred income taxes.

Such estimates include, but are not limited to, certain aspects of revenue recognition, expected period of benefit for deferred contract acquisition costs, allowance for credit losses, fair value of financial assets and liabilities, fair value of acquired assets and assumed liabilities, useful lives of long-lived assets, capitalized software development and internal-use software costs, carrying value of operating lease ROU assets and operating lease liabilities, incremental borrowing rates for operating leases, amount of stock-based compensation expense, timing and amount of contingencies, costs related to our restructuring actions, uncertain tax positions, and valuation allowance for deferred income taxes.

Actual results could differ from these estimates and assumptions.

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Differences are included in stockholders’ equity as a component of accumulated other comprehensive income.

Financial assets and liabilities denominated in currencies other than the functional currency are recorded at the exchange rate at the time of the transaction and subsequent gains and losses related to changes in the foreign currency are included in other income (expense), net in the consolidated statements of operations.

For fiscal years 2024, 2023 and 2022, we recognized foreign currency transaction gains (losses) of $ 0.3 million, $( 0.5 ) million, and $( 17.2 ) million, respectively, excluding the impact of foreign currency forward contracts (discussed below) in fiscal year 2022.

Financial assets and liabilities denominated in currencies other than the functional currency are recorded at the exchange rate at the time of the transaction and subsequent gains and losses related to changes in the foreign currency are included in other income, net in the consolidated statements of operations.

For fiscal years 2025, 2024, and 2023, we recognized foreign currency transaction gains (losses) of $ 6.9 million, $ 0.3 million, and $( 0.5 ) million, respectively.

Derivative Financial Instruments

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instruments, as defined by ASC 815, Derivatives and Hedging .

Our most recent foreign currency forward contract was terminated on January 28, 2022.

We recorded changes in its fair value as a component of other income (expense), net in the consolidated statements of operations.

Net gain associated with the foreign currency forward contract was $ 8.3 million for fiscal year 2022.

We did not have foreign currency forward contracts during fiscal year 2025, 2024, or 2023.

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We use this policy to guide our investment decisions as it stipulates, among other things, a list of eligible investment types, minimum ratings and other restrictions for each type, and overall portfolio composition constraints.

With regard to accounts receivable, we extend differing levels of credit to customers based on creditworthiness, do not require collateral deposits, and when necessary maintain reserves for potential credit losses based upon the expected collectability of accounts receivable.

With regard to accounts receivable, we extend differing levels of credit to customers based on creditworthiness, do not require collateral deposits, and when necessary maintain an allowance for potential credit losses based upon the expected collectability of accounts receivable.

We manage credit risk related to our customers by performing periodic evaluations of creditworthiness and applying other credit risk monitoring procedures.

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Level 3—Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair value.

Financial instruments consist of cash equivalents, marketable securities, accounts receivable, and accounts payable.

Marketable securities are recorded at fair value.

Financial instruments consist of cash equivalents, marketable securities and other investments, accounts receivable, and accounts payable.

Marketable securities and other investments are recorded at fair value.

Cash equivalents, accounts receivable and accounts payable are recorded at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.

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Marketable Securities

Our marketable securities consist of corporate bonds, municipal bonds, agency bonds, treasury bills and U.S.

government securities, and commercial paper with original maturity dates of more than three months from the date of purchase.

Our marketable securities consist primarily of treasury bills and U.S.

government securities, corporate bonds, and commercial paper with original maturity dates of more than three months from the date of purchase.

We determine the appropriate classification of our marketable securities at the time of purchase and reevaluate such designation at each balance sheet date.

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Credit-related unrealized losses are recognized as an allowance on the consolidated balance sheets with a corresponding charge to other income (expense), net in the consolidated statements of operations.

As of January 31, 2024 and 2023 we did not record any allowance for credit losses related to our available-for-sale marketable securities, and we did not record any impairments related to these securities in fiscal years 2024, 2023, or 2022.

As of January 31, 2025 and 2024 we did not record any allowance for credit losses related to our available-for-sale marketable securities, and we did not record any impairments related to these securities in fiscal year 2025, 2024, or 2023.

Accounts Receivable and Allowance for Credit Losses

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The allowance for credit losses was $ 1.6 million and $ 1.1 million as of January 31, 2025 and 2024, respectively.

Credit loss (recovery) expense was $( 1.6 ) million, $ 1.2 million, and $ 0.7 million for fiscal years 2024, 2023, and 2022, respectively.

Credit loss expense (recovery) was $ 2.0 million, $( 1.6 ) million, and $ 1.2 million for fiscal years 2025, 2024, and 2023, respectively.

Property and Equipment, Net

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As a result, our ongoing and future SaaS projects must be accounted for under ASC 985-20, Costs of Software to be Sold, Leased or Marketed, which is discussed below under "Software Development Costs."

Costs previously capitalized under ASC 350-40 in connection with development of our SaaS products are amortized on a straight-line basis over the product’s estimated useful life of five years and are included in cost of subscription services revenue on the consolidated statements of operations.

Costs previously capitalized under ASC 350-40 in connection with development of our SaaS products are amortized on a straight-line basis over the product’s estimated useful life of five years and such amortization is included in cost of subscription services revenue on the consolidated statements of operations.

Capitalized costs include salaries, benefits, and stock-based compensation charges for employees that are directly involved in developing our SaaS products.

These capitalized costs are included in other assets, non-current on the consolidated balance sheets.

Gross capitalized internal-use software development costs were $ 7.5 million as of January 31, 2024 and 2023.

Amortization expense was $ 1.3 million, $ 1.3 million, and $ 1.2 million for fiscal years 2024, 2023, and 2022, respectively.

Gross capitalized internal-use software development costs were $ 7.4 million and $ 7.5 million as of January 31, 2025 and 2024, respectively.

Amortization expense was $ 1.3 million for fiscal years 2025, 2024, and 2023.

Accumulated amortization was $ 5.5 million and $ 4.3 million as of January 31, 2025 and 2024, respectively.

Capitalized costs related to the implementation of cloud computing arrangements that are service contracts are amortized on a straight-line basis over the terms of the associated hosting arrangements and are recorded under operating expenses in the same line item on the consolidated statements of operations as the associated hosting arrangement fees.

Capitalized costs related to the implementation of cloud computing arrangements that are service contracts are amortized on a straight-line basis over the terms of the associated hosting arrangements and such amortization is included in operating expenses in the same line item on the consolidated statements of operations as the associated hosting arrangement fees.

These gross capitalized costs were $ 12.1 million and $ 2.7 million as of January 31, 2025 and 2024, respectively, and are recorded in other assets, non-current on our consolidated balance sheets.

Related amortization expense was none , $ 1.0 million, and $ 0.9 million for fiscal years 2024, 2023, and 2022, respectively.

Accumulated amortization was $ 2.2 million as of January 31, 2024 and 2023.

Related amortization expense was $ 0.3 million, none , and $ 1.0 million for fiscal years 2025, 2024, and 2023, respectively.

Accumulated amortization was $ 2.4 million and $ 2.2 million as of January 31, 2025 and 2024, respectively.

Software Development Costs

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Management evaluates the useful life of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact their recoverability.

Our internal development costs are amortized over the estimated useful life of the software, which is five years , on a straight-line basis, and are included in cost of licenses revenue or cost of subscription services revenue in the consolidated statements of operations based on the nature of the underlying product.

Our internal development costs are amortized over the estimated useful life of the software, which is five years , on a straight-line basis, and such amortization is included in cost of licenses revenue or cost of subscription services revenue in the consolidated statements of operations based on the nature of the underlying product.

Capitalized costs include salaries, benefits, and stock-based compensation charges for employees that are directly involved in developing our products.

Capitalized costs are included in other assets, non-current on the consolidated balance sheets.

Gross capitalized software development costs were $ 4.2 million and $ 4.3 million as of January 31, 2024 and 2023, respectively.

Related amortization expense was $ 0.9 million, $ 0.9 million, and $ 0.7 million for fiscal years 2024, 2023 and 2022, respectively.

Accumulated amortization was $ 3.0 million and $ 2.1 million as of January 31, 2024 and 2023, respectively.

Gross capitalized software development costs were $ 4.2 million as of January 31, 2025 and 2024.

Related amortization expense was $ 0.8 million, $ 0.9 million, and $ 0.9 million for fiscal years 2025, 2024, and 2023,

Notes to Consolidated Financial Statements

Capitalized license fees paid to third parties are amortized over the license term at the greater of a straight-line or a consumption basis and are included in cost of licenses revenue or cost of subscription services revenue in the consolidated statements of operations based on the nature of the underlying third-party product.

respectively.

Accumulated amortization was $ 3.7 million and $ 3.0 million as of January 31, 2025 and 2024, respectively.

Capitalized license fees paid to third parties are amortized over the license term at the greater of a straight-line or a consumption basis and such amortization is included in cost of licenses revenue or cost of subscription services revenue in the consolidated statements of operations based on the nature of the underlying third-party product.

Capitalized costs are included in prepaid expenses and other current assets and other assets, non-current on the consolidated balance sheets.

Gross capitalized license fees were $ 4.2 million and $ 22.4 million as of January 31, 2024 and 2023, respectively.

Capitalized license fees were $ 2.7 million and $ 4.2 million as of January 31, 2025 and 2024, respectively.

Related amortization expense was $ 7.7 million, $ 8.4 million, and $ 7.3 million for fiscal years 2025, 2024, and 2023, respectively.

Accumulated amortization was none and $ 17.6 million as of January 31, 2024 and 2023, respectively.

We determine if an arrangement contains a lease at inception based on whether there is an identified asset and whether we control the use of the identified asset throughout the period of use.

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Business Acquisitions

Assets acquired and liabilities assumed in a business combination are recorded at their respective fair values at the date of the acquisition in accordance with ASC 805, Business Combinations (with the exception of contract assets and contract liabilities, which are measured according to ASC 606, Revenue from Contracts with Customers, discussed under "Revenue Recognition," below).

Determination of the fair value of assets acquired and liabilities assumed relies on management judgments and often involves the use of estimates and assumptions, including but not limited to assumptions about future cash inflows and outflows, discount rates, and lives of intangible and other assets.

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If the carrying amount of an asset or asset group exceeds the related undiscounted cash flows, it is considered to be impaired and an impairment charge is recognized for the amount by which the carrying value of the asset or asset group exceeds its fair value.

There were no events or changes in circumstances during fiscal years 2024, 2023, or 2022 which indicated potential impairment of our long-lived assets.

There were no events or changes in circumstances during fiscal year 2025, 2024, or 2023 which indicated potential impairment of our long-lived assets.

Revenue Recognition

We derive revenue from the sale of:

(1) software licenses for on-premise use of our proprietary software and related maintenance and support;

(1) software licenses for on-premises use of our proprietary software and related maintenance and support;

(2) the right to access certain software products we host (i.e., SaaS);

and (3) professional services.

For many of our products that are available both on-premise and via SaaS, we sell a single offering that allows customers the choice of either on-premise or SaaS deployment throughout the term of the contract.

For many of our products that are available both on-premises and via SaaS, we sell a single offering that allows customers the choice of either on-premises or SaaS deployment throughout the term of the contract.

These Flex Offerings are comprised of three types of performance obligations:

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Revenue for licenses is recognized at the point in time at which the customer is able to use and benefit from the software, which is generally upon delivery to the customer or upon commencement of the renewal term.

For licenses revenue, we generally invoice when the license(s) are provided or annually at contract anniversary.

For licenses revenue, we generally invoice when the license(s) are provided or annually at contract anniversary, which results in a contract asset at contract inception.

Subscription Services

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Maintenance and support represent stand-ready obligations for which revenue is recognized ratably over the term of the arrangements.

For maintenance and support, we generally invoice when the associated license(s) are provided or annually at contract anniversary.

For maintenance and support, we generally invoice when the associated license(s) are provided or annually at contract anniversary, which results in a contract liability at contract inception.

Customers do not have the contractual right to take possession of the software underlying our SaaS products.

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We use a cost-based input method as the measure of progress toward satisfying the performance obligation.

For professional services, we invoice as the services are provided or in advance.

For professional services, we invoice as the services are provided, which results in either a contract asset or liability, depending on the timing of the services, or in advance, which results in a contract liability at contract inception.

Contracts with Multiple Performance Obligations

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We periodically review deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit.

There were no impairment losses recorded for fiscal years 2024, 2023, or 2022.

There were no impairment losses recorded for fiscal year 2025, 2024, or 2023.

Cost of Revenue

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The fair value of RSUs and RSA s is determined based on the fair value of our Class A common stock on the grant date.

The fair value of PSUs that are dependent on the satisfaction of a performant condition is also determined based on the fair value of our Class A common stock on the grant date.

The fair value of PSUs that are dependent on the satisfaction of a performance condition is also determined based on the fair value of our Class A common stock on the grant date.

The fair value of ESPP awards is determined using the Black-Scholes pricing model.

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For PSUs dependent on the satisfaction of a performance condition, compensation expense is recognized only when management believes it is probable that the performance condition will be achieved.

Although total compensation expense recognized for these awards will ultimately equal the grant date fair value per share multiplied by the number of shares earned by the holder, changes in management's expectations can cause fluctuations in timing of expense over the life of these awards.

The fair value of ESPP shares is recognized over the relevant offering period on a straight-line basis.

Notes to Consolidated Financial Statements

With all award types, we account for forfeitures as they occur.

Notes to Consolidated Financial Statements

Pursuant to ASC 740, Income Taxes , we account for income taxes using the asset and liability method, whereby DTAs and DTLs are recognized based on temporary differences between the bases used for financial reporting and income tax reporting purposes.

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We consider many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments, and which may not accurately reflect actual outcomes.

We recognize any interest and penalties related to uncertain tax positions as a component of provision for (benefit from) income taxes in the consolidated statements of operations.

Net Loss Per Share Attributable to Common Stockholders

Basic and diluted net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

We recognize any interest and penalties related to uncertain tax positions as a component of (benefit from) provision for income taxes in the consolidated statements of operations.

Net Loss Per Share

Basic and diluted net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

Net loss is allocated between Class A and Class B common stock based on the weighted-average shares outstanding for each class.

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In a period of net income, diluted net income per share would be calculated by giving effect to all potentially dilutive securities outstanding for the period (including unvested RSUs and unexercised stock options under our equity incentive plans, outstanding purchase periods under our ESPP, unvested restricted stock awards and early exercised options subject to repurchase, and returnable common stock issued in connection with business acquisitions) using the treasury stock method.

For past periods in which our convertible preferred stock was outstanding, we computed net income or loss per share using the two-class method.

The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

We considered our convertible preferred stock to be a participating security, as holders had non-forfeitable dividend rights in the event of our declaration of a dividend for shares of common stock.

Our convertible preferred stock did not contractually require holders to participate in our losses.

As such, net loss for the relevant periods presented was not allocated to our convertible preferred stock.

All potentially dilutive common stock equivalents were anti-dilutive in fiscal years 2025, 2024, and 2023, as we were in a net loss position for these periods.

Entity-Wide Information

We operate as one segment.

From May 2022 through the end of fiscal year 2024, we operated under a Co-CEO model, with our Co-CEOs acting together as our chief operating decision maker, and allocating resources and assessing performance based upon financial information at the consolidated level.

Segment Information

Our chief operating decision maker, or CODM , is our CEO.

(From the second quarter of fiscal year 2023 through the second quarter of fiscal year 2025, our Co-CEOs acted together as CODM.) The CODM reviews financial information at the consolidated level and manages business activities as one operating and reportable segment.

Because the assets of our single reportable segment are presented as total assets on our consolidated balance sheets, no other measure of segment assets is regularly provided to the CODM.

Net (loss) income, as reported on our consolidated statements of operations, is one of the measures of segment profit or loss used by our CODM to evaluate performance relative to plan, make resource allocation decisions, and monitor profitability trends.

Significant Segment Expenses

Revenue (the sources of which are described under the heading "Revenue Recognition," above) is reduced by significant expenses regularly provided to the CODM, as well as other segment items, to arrive at net loss for the periods presented as follows (in thousands):

Notes to Consolidated Financial Statements

Year Ended January 31,

2025 2024 2023

$ 1,429,664 $ 1,308,072 $ 1,058,581

Significant segment expenses:

Adjusted cost of licenses (1)

5,818 7,098 7,667

Adjusted cost of subscription services (1)(2)(3)(4)

142,654 94,265 73,207

Adjusted cost of professional services and other (2)(3)(4)

59,068 62,248 69,436

Adjusted sales and marketing (1)(2)(3)(4)

583,898 560,009 520,387

Adjusted research and development (2)(3)4)

242,679 210,722 181,018

Adjusted general and administrative (1)(2)(3)(4)(5)

154,965 141,166 141,706

Other segment items (6)

361,393 356,909 403,780

Amortization of acquired intangible assets

6,711 8,600 6,896

Interest income

( 49,422 ) ( 57,130 ) ( 27,955 )

(Benefit from) provision for income taxes

( 4,406 ) 14,068 10,791

$ ( 73,694 ) $ ( 89,883 ) $ ( 328,352 )

(1) Excludes amortization of acquired intangible assets

(2) Excludes stock-based-compensation

(3) Excludes employer payroll tax on employee equity transactions

(4) Excludes restructuring costs

(5) Excludes charitable donation of Class A common stock

(6) Other segment items include stock-based compensation expense;

employer payroll tax expense related to employee equity transactions;

restructuring costs;

Charitable donation of Class A common stock;

and other income, net.

Entity-Wide Disclosures

The following table presents our long-lived assets other than financial instruments, net of accumulated depreciation and amortization, by geographic region (in thousands):

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If we are not the primary beneficiary of a VIE, we account for the investment or other variable interests in that VIE in accordance with the applicable accounting guidance.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No.

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2023-07 is intended to improve reportable segments disclosures requirements, primarily through enhanced disclosures about significant segment expenses.

2023-07 will be effective for us for annual periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact of this pronouncement on our consolidated financial statements.

We adopted ASU No.

Notes to Consolidated Financial Statements

2023-07 as of January 31, 2025 and have included the relevant disclosures under the heading "Segment Information" above.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

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We are currently evaluating the impact of this pronouncement on our consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures.

2024-03 requires additional disclosure on specific expense categories included in the expense captions presented on the statements of operations, and may be applied prospectively or retrospectively.

2024-03 is effective for annual reporting periods beginning after December 15, 2026 and for interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the impact of this pronouncement on our consolidated financial statements.

3 Revenue Recognition

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Total revenue $ 1,429,664 100 % $ 1,308,072 100 % $ 1,058,581 100 %

Notes to Consolidated Financial Statements

(1) Revenue from the U.S.

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Total contract assets $ 92,182 $ 90,411

Notes to Consolidated Financial Statements

Year Ended January 31,

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Additions to deferred revenue during the year 1,410,482 1,364,473

Additions to deferred revenue from business acquisitions — 173

Revenue recognized that was included in deferred revenue at the beginning of the period ( 486,805 ) ( 398,334 )

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Remaining Performance Obligations

Our remaining performance obligations are comprised of licenses, subscription services, and professional services and other revenue not yet delivered.

As of January 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 1,159.9 million , which consists of both billed consideration in the amount of $ 647.8 million and unbilled consideration in the amount of $ 512.1 million that we expect to recognize as revenue.

We expect to recognize 61 % of our remaining performance obligations as revenue in the next twelve months , and the remainder thereafter.

Notes to Consolidated Financial Statements

Our remaining performance obligations are comprised of licenses, subscription services, and professional services not yet delivered.

As of January 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 1,242.6 million , which consists of $ 705.3 million of billed consideration and $ 537.3 million of unbilled consideration.

We expect to recognize 65 % of our remaining performance obligations as revenue over the next twelve months , and the remainder thereafter.

Deferred Contract Acquisition Costs

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Total deferred contract acquisition costs $ 221,802 $ 228,995

Notes to Consolidated Financial Statements

4 Marketable Securities

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Corporate bonds 93,989 36 — 94,025

Agency bonds 174,990 — ( 28 ) 174,962

Commercial paper 42,371 20 — 42,391

4,707 — ( 7 ) 4,700

Total marketable securities $ 844,807 $ 56 $ ( 428 ) $ 844,435

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Losses Estimated

Commercial paper $ 62,470 $ — $ — $ 62,470

Treasury bills and U.S government securities

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Corporate bonds 1,993 — ( 2 ) 1,991

Municipal bonds 6,374 — ( 66 ) 6,308

Agency bonds 174,990 — ( 28 ) 174,962

Total marketable securities $ 818,246 $ 29 $ ( 130 ) $ 818,145

(1) Treasury bills with both amortized cost and estimated fair value of $ 10.0 million are included in cash and cash equivalents due to their original maturity of three months or less.

As of January 31, 2024 and 2023, none and $ 2.9 million, respectively, of our marketable securities had remaining contractual maturities of one year or more.

As of January 31, 2025 and 2024, $ 94.1 million and none , respectively, of our marketable securities had remaining contractual maturities of one year or more.

As of January 31, 2025 and 2024, $ 2.4 million and $ 3.3 million, respectively, of interest receivable was included in prepaid expenses and other current assets on the consolidated balance sheets.

We did not recognize an allowance for credit losses against interest receivable as of January 31, 2025 or 2024.

Unrealized losses during the period are a result of changes in market conditions.

Unrealized losses during the periods presented are a result of changes in market conditions.

We do not believe that any unrealized losses are attributable to credit-related factors based on our evaluation of available evidence.

To determine whether a decline in value is related to credit loss, we evaluate, among other factors, the extent to which

To determine whether a decline in value is related to credit loss, we evaluate, among other factors, the extent to which the fair value is less than the amortized cost basis and any adverse conditions specifically related to an issuer of a security or its industry.

Notes to Consolidated Financial Statements

the fair value is less than the amortized cost basis and any adverse conditions specifically related to an issuer of a security or its industry.

5 Fair Value Measurement

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As of January 31, 2025

Level 1 Level 2 Total

Level 1 Level 2 Level 3

Financial Assets:

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Corporate bonds — 94,025 — 94,025

Agency bonds 174,962 — 174,962

Commercial paper — 42,391 — 42,391

— 4,700 — 4,700

Total marketable securities 703,319 141,116 — 844,435

Other investments carried at fair value

— — 11,879 11,879

Total $ 1,015,261 $ 141,116 $ 11,879 $ 1,168,256

As of January 31, 2024

Level 1 Level 2 Total

Level 1 Level 2 Level 3

Financial Assets:

Money market funds $ 509,053 $ — $ — $ 509,053

Treasury bills 9,968 — 9,968

Total cash equivalents 509,053 — — 509,053

Commercial paper — 62,470 62,470

Treasury bills and U.S.

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Corporate bonds — 1,991 — 1,991

Municipal bonds — 6,308 6,308

Agency bonds 174,962 — — 174,962

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government securities, and agency bonds are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets.

We classify commercial paper, corporate bonds, and municipal bonds as Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded.

None of our financial instruments were classified as Level 3 as of January 31, 2024 and 2023.

We classify corporate bonds, commercial paper, and Yankee bonds as Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded.

Other investments carried at fair value, which consist of convertible bonds of private company the H Company purchased during fiscal year 2025, are classified as Level 3 because their valuation relies on unobservable inputs.

None of our financial instruments were classified as Level 3 as of January 31, 2024.

6 Business Acquisitions

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Loan note paid on first anniversary of closing (July 29, 2023) 5,863

Loan note to be paid on second anniversary of closing (included in accrued expenses and other current liabilities as of January 31, 2024)

Loan note paid on second anniversary of closing (July 29, 2024) 5,570

Working capital adjustment 66

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We incurred transaction costs in connection with the Re:infer acquisition of $ 1.1 million, which were included in general and administrative expenses in the consolidated statement of operations for fiscal year 2023.

Notes to Consolidated Financial Statements

7 Intangible Assets and Goodwill

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Total $ 37,815 $ ( 29,910 ) $ 7,905

Notes to Consolidated Financial Statements

Intangible assets, net consisted of the following as of January 31, 2024 (dollars in thousands):

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Total $ 7,905

Notes to Consolidated Financial Statements

Changes in the carrying amount of goodwill were as follows during the periods presented (in thousands):

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Balance as of January 31, 2023

Acquisition of Re:infer 34,351

Effect of foreign currency translation 1,016

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Our operating lease arrangements do not contain any material restrictive covenants or residual value guarantees.

Notes to Consolidated Financial Statements

Lease costs are presented below (in thousands):

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Total lease cost $ 21,686 $ 18,539 $ 16,859

(1) Included in other income (expense), net in the consolidated statements of operations

(1) Included in other income, net in the consolidated statements of operations

Supplemental balance sheet information related to leases is as follows (in thousands):

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Total operating lease liabilities $ 77,817 $ 67,070

Notes to Consolidated Financial Statements

Supplemental cash flow information related to operating leases is as follows for the periods presented (in thousands):

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Year Ended January 31,

2025 $ 12,719

Thereafter 56,829

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Total operating lease liabilities $ 77,817

Notes to Consolidated Financial Statements

As of January 31, 2025, we had non-cancellable commitments in the amount of $ 0.2 million related to operating leases of real estate facilities that have not yet commenced.

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Prepaid expenses and other current assets $ 86,276 $ 104,980

Notes to Consolidated Financial Statements

Property and Equipment, Net

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Construction in progress 9,562 4,560

Other 635 632

Property and equipment, gross 72,400 57,355

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Depreciation expense was $ 8.1 million , $ 11.1 million, and $ 8.6 million for fiscal years 2025, 2024, and 2023, respectively.

Other Assets, Non-Current

As of January 31, 2025 and January 31, 2024, other assets, non-current included $ 24.4 million and $ 1.5 million, respectively, related to equity investments in private companies without readily determinable fair values.

As a measurement alternative, these investments are reported at cost and are assessed periodically to determine whether their carrying value must be adjusted for observable changes in price or indicators of impairment.

As of January 31, 2025, other assets, non-current also included $ 11.9 million related to private-company convertible bonds, which are carried at fair value.

Refer to Note 5, Fair Value Measurement for further information.

Notes to Consolidated Financial Statements

Accrued Expenses and Other Current Liabilities

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Rebates payable to partners 13,314 7,289

Cloud infrastructure liabilities (1)

Other 18,963 19,920

Accrued expenses and other current liabilities $ 83,923 $ 83,997

(1) Prior period amounts have been expanded to conform to current period presentation

10 Credit Facility

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In September 2023, we and the lenders terminated the Credit Facility prior to its original maturity date.

Notes to Consolidated Financial Statements

11 Commitments and Contingencies

Letters of Credit

We had a total of $ 2.6 million and $ 4.3 million in letters of credit outstanding predominantly in favor of certain landlords for office space as of January 31, 2024 and 2023, respectively.

We had a total of $ 2.6 million in letters of credit outstanding predominantly in favor of certain landlords for office space as of January 31, 2025 and 2024.

These letters of credit renew annually and expire on various dates through fiscal year 2027 .

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As of January 31, 2025 and 2024, we have not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements was remote.

Notes to Consolidated Financial Statements

Workforce Restructuring

On June 24, 2022, our board of directors approved restructuring actions to manage our operating expenses by reducing our global workforce by approximately 5 %.

On June 24, 2022, our board of directors approved th e Fiscal Year 2023 Workforce Restructuring to manage our operating expenses by reducing our global workforce by approximately 5 %.

The workforce reduction aimed to simplify our go-to-market approach and improve sales productivity.

In connection with these workforce reductions, we also ceased use of our office in Brooklyn, NY.

In connection with th ese workforce reductions, we also ceased use of our office in Brooklyn, NY.

On November 10, 2022, our board of directors approved further restructuring actions to reduce our global workforce across functions by an additional 6 %.

We incurred $ 2.6 million and $ 23.4 million of expense related to our restructuring actions in fiscal years 2024 and 2023, respectively.

Our workforce restructuring actions were completed during the second quarter of fiscal year 2024.

The following table shows the total amount incurred during fiscal years 2024 and 2023, and the related liability, which is recorded in accrued compensation and employee benefits in the consolidated balance sheets, for restructuring-related costs (in thousands):

The Fiscal Year 2023 Workforce Restructuring was completed during the second quarter of fiscal year 2024.

On July 8, 2024, o ur board of directors approved the Fiscal Year 2025 Workforce Restructuring to re shape the organization by streamlining our structure, particularly in operational and corporate functions, to better prioritize our go-to-market investments and focus our research and development investments on AI and driving innovation across our platform.

The Fiscal Year 2025 Workforce Restructuring is substantially completed, with any remaining actions now expected to be completed by end of the second quarter of fiscal year 2026.

We incurred $ 24.7 million and $ 2.6 million of expense related to restructuring actions in fiscal years 2025 and 2024, respectively.

The following table shows the amounts incurred during fiscal years 2025 and 2024, and the related liability, which is recorded in accrued compensation and employee benefits in the consolidated balance sheets, for restructuring-related costs (in thousands):

Fiscal Year 2025 Workforce Restructuring

Fiscal Year 2023 Workforce Restructuring

Accrued restructuring costs as of January 31, 2023

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Amount paid during fiscal year 2024

Write-off of assets associated with Brooklyn office $ ( 218 )

Accrued restructuring costs as of January 31, 2024

1 unchanged sentence

Amount paid during fiscal year 2025

( 14,948 ) ( 335 )

Accrued restructuring costs as of January 31, 2025

Notes to Consolidated Financial Statements

The following table presents the restructuring charges incurred (in thousands):

The following table presents restructuring charges, consisting primarily of employee termination benefits, incurred for the periods presented by financial statement line item (in thousands):

Year Ended January 31,

Employee Termination Benefits Lease Exit Costs Total Restructuring Costs Employee Termination Benefits Lease Exit Costs Total Restructuring Costs

2025 2024 2023

Cost of subscription services revenue $ 2,745 $ 114 $ 182

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From time to time, we may be involved in lawsuits, claims, investigations, and proceedings, consisting of intellectual property, commercial, employment, and other matters which arise in the ordinary course of business.

In accordance with ASC 4 50, Contingencies , we make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Notes to Consolidated Financial Statements

accordance with ASC 450, Contingencies , we make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

UiPath and certain of its officers are currently parties to the following litigation matters:

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Securities Litigation (the "2023 Securities Action").

The lawsuit asserts claims under Sections 10(b) and 20(a) of the Exchange Act, and alleges that defendants made material misstatements and omissions, including regarding UiPath’s competitive position and its financial results.

On January 26, 2024, the lead plaintiff in the Securities Action filed an amended complaint.

On March 26, 2024, the plaintiffs filed a further amended complaint, which alleges Securities Acts claims under Sections 11 and 15 as well as Exchange Act claims under Section 10(b), Rule 10b-5, and Section 20(a).

The initial complaint asserted claims under Sections 10(b) and 20(a) of the Exchange Act, and alleged that defendants made material misstatements and omissions, including regarding UiPath’s competitive position and its financial results.

On January 26, 2024, the lead plaintiff in the 2023 Securities Action filed an amended complaint, and on March 26, 2024, filed a second amended complaint, which alleges Securities Act claims under Sections 11 and 15 as well as Exchange Act claims under Section 10(b), Rule 10b-5, and Section 20(a).

In support of the Securities Act claims, the plaintiff alleges material misstatements and omissions in UiPath’s April 2021 Registration Statement, including regarding UiPath’s competitive position and its financial results.

The operative complaint is purportedly brought on behalf of a putative class of persons who purchased or otherwise acquired UiPath common stock between April 21, 2021 and September 27, 2022.

The second amended complaint is purportedly brought on behalf of a putative class of persons who purchased or otherwise acquired UiPath common stock between April 21, 2021 and September 27, 2022.

It seeks unspecified monetary damages, costs and attorneys’ fees, and other unspecified relief as the Court deems appropriate.

On April 23, 2024, the defendants moved to dismiss the second amended complaint.

On November 4, 2024, the Court issued its opinion and order on the motion to dismiss, wherein it dismissed all claims under the Securities Act, but allowed the case to proceed with respect to two statements relating to competition that the plaintiffs allege violated the Exchange Act.

On February 28, 2025, plaintiff filed a motion for Class Certification and Appointment of Class Representative and Class Counsel.

On November 30, 2023, a purported shareholder derivative lawsuit was filed in the United States District Court for the Eastern District of New York against UiPath, as nominal defendant, and then Co-CEO Daniel Dines, CFO Ashim Gupta, and several of UiPath’s current and former directors.

The case is captioned Polilingua Limited v.

The case was captioned Polilingua Limited v.

Daniel Dines, et al.

The lawsuit alleges that the individual defendants breached their fiduciary duties and committed other alleged misconduct in connection with the statements at issue in the Securities Action and by causing UiPath to repurchase shares at allegedly inflated prices.

The plaintiff seeks unspecified damages and/or restitution on behalf of UiPath, as well as costs and attorneys’ fees and certain changes to UiPath’s corporate governance and internal controls.

Similar cases were filed in the District of Delaware and in the Southern District of New York (together with Polilingua Limited v.

Daniel Dines, et al, the Derivative Litigations ).

The Derivative Litigations are at an early stage;

in each case the matter has been stayed, pending the outcome of the Court's decision on the defendants' anticipated motion to dismiss the Securities Action.

The lawsuit alleged that the individual defendants breached their fiduciary duties and committed other alleged misconduct in connection with the statements at issue in the 2023 Securities Action and by causing UiPath to repurchase shares at allegedly inflated prices.

The plaintiff sought unspecified damages and/or restitution on behalf of UiPath, as well as costs and attorneys’ fees and certain changes to UiPath’s corporate governance and internal controls.

Similar cases were filed in the District of Delaware (captioned In re UiPath, Inc.

Stockholder Derivative Litigation) and in the Southern District of New York (captioned Ristea v.

Botteri, et al.).

On November 22, 2024, the In re UiPath, Inc.

Stockholder Derivative Litigation case was voluntarily dismissed without prejudice.

On January 8, 2025, the Polilingua Limited v.

Daniel Dines, et al.

case was voluntarily dismissed without prejudice.

On February 5, 2025, the Ristea v.

Botteri, et al.

case was voluntarily dismissed.

On June 20, 2024, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against UiPath, CEO Daniel Dines, former CEO Robert Enslin, and CFO Ashim Gupta.

The case was captioned Steiner v.

UiPath, et al .

The complaint asserted claims under Sections 10(b) and 20(a) of the Exchange Act on behalf of a putative class of persons who purchased or acquired UiPath common stock between December 1, 2023 and May 29, 2024, and alleged that defendants made material misstatements and omissions, including regarding the Company's AI-powered Business Automation Platform.

The complaint sought unspecified monetary damages, costs and attorneys' fees, and other unspecified relief.

On August 6, 2024, a second putative class action was filed in the United States District Court for the Southern District of New York against UiPath, CEO Daniel Dines, former CEO Robert Enslin, and CFO Ashim Gupta.

The case was captioned Brunozzi v.

UiPath, et al .

The allegations in the Brunozzi complaint were identical to those made in Steiner v.

UiPath et al .

except that the Brunozzi complaint defines the putative class to include purchasers of UiPath call options and sellers of put options.

On September 5, 2024, the Court consolidated the Steiner and Brunozzi cases and appointed Brunozzi as the lead plaintiff.

The consolidated action is captioned In re UiPath, Inc.

Securities Litigation (the "2024 Securities Action").

On November 22, 2024, the lead plaintiff filed an amended complaint against UiPath, former CEO Robert Enslin, and CFO Ashim Gupta.

CEO Daniel Dines is no longer a named defendant in the 2024 Securities Action.

The allegations in the amended complaints are substantively similar to the allegations set forth in the complaints previously filed in Steiner and Brunozzi.

The amended complaint seeks unspecified monetary damages, costs and attorneys' fees, and other unspecified relief as the Court deems appropriate.

On January 21, 2025, the defendants moved to dismiss the amended complaint, and on March 21, 2025, plaintiffs filed their opposition to the motion.

On July 8, 2024, a purported shareholder derivative lawsuit was filed in the United States District Court for the Southern District of New York against UiPath, as nominal defendant, CEO Daniel Dines, former CEO Robert Enslin,

Notes to Consolidated Financial Statements

CFO Ashim Gupta, and UiPath's board of directors.

The case is captioned Gera v.

UiPath, et al .

The lawsuit alleges that the individual defendants breached their fiduciary duties and committed other alleged misconduct in connection with the statements made during the time period at issue in the 2024 Securities Action, and by allegedly causing UiPath to repurchase shares at allegedly inflated prices.

The plaintiff seeks unspecified damages and/or restitution on behalf of UiPath, as well as costs and attorneys' fees and certain changes to UiPath's corporate governance and internal controls.

The matter has been stayed pending further action in the 2024 Securities Action.

We have not recorded any accrual related to the aforementioned litigation matters as of January 31, 2025, as we believe a loss in these matters is neither probable nor estimable at this time.

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Other Matters

Our indirect tax positions are subject to audit in multiple jurisdictions globally.

Our Romanian subsidiary is currently undergoing final audit procedures related to value-added tax for the period from January 2020 through January 2022.

We have not recorded any accrual related to this audit as of January 31, 2024 as it is not probable that a loss has been incurred.

Non-Cancelable Purchase Obligations

Our indirect tax positions are subject to audit in multiple jurisdictions globally, with a key focus on our largest operational territories, including the U.S., Romania, India, and the U.K.

Our Romanian subsidiary was subjected to audits by the ANAF for value-added tax and corporate income tax for the periods January 2020 through January 2022 and January 2018 through January 2022, respectively, which were completed during the first quarter of fiscal year 2025.

With regard to the value-added tax audit, an assessment of $ 14.3 million has been issued.

While we paid this assessment during fiscal year 2025, we disagree with the assessment and are in the process of appealing through litigation.

The amount of the payment is included in other assets, non-current on our consolidated balance sheets as of January 31, 2025, and we have not recorded any estimated liability related to this litigation as of January 31, 2025, as we believe it is not probable that a material loss will be incurred.

Additionally, our Romanian subsidiary is currently subject to audit for value-added tax for the periods February 2022 through April 2024.

While the audit is ongoing, and no official assessment has been issued, we estimate an approximate exposure of $ 13.0 million.

We have not recorded any estimated liability related to this audit as of January 31, 2025, as we believe it is not probable that a material loss will be incurred.

Our Indian subsidiary is currently subject to audit for the goods and services tax for the periods April 2018 through March 2023.

While no official assessment has been issued, we estimate an approximate exposure of $ 18.7 million.

We are preparing our responses to the tax authority's requests.

We have not recorded any estimated liability related to this audit as of January 31, 2025, as we believe it is not probable that a material loss will be incurred.

For additional information regarding tax audits, refer to Note 14.

Income Taxes .

Non-Cancelab le Purchase Obligations

In the normal course of business, we enter into non-cancelable purchase commitments with various parties, mainly for hosting services and software products and services.

3 unchanged sentences

Total $ 170,168

Notes to Consolidated Financial Statements

12 Stockholders' Equity

In April 2021, we amended and restated our certificate of incorporation, which authorized a total of 2.0 billion shares of Class A common stock and 115.7 million shares of Class B common stock.

Our amended and restated certificate of incorporation authorizes a total of 2.0 billion shares of Class A common stock and 115.7 million shares of Class B common stock.

Each share of Class B common stock will convert automatically into Class A common stock, on a one -to-one basis, upon certain circumstances, including:

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On September 1, 2023, our board of directors authorized a stock repurchase program, pursuant to which we may repurchase from time to time up to $ 500.0 million of our outstanding shares of Class A common stock.

This authorization was scheduled to expire on March 1, 2025.

On August 30, 2024, our board of directors authorized the repurchase of an additional $ 500.0 million of our Class A common stock.

The current authorization may be suspended or discontinued at any time and does not have a specified expiration date.

Repurchases under the program may be effected through open market purchases, privately-negotiated transactions, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act.

The timing and actual number of shares repurchased will

Notes to Consolidated Financial Statements

depend on a variety of factors, including price, general business and market conditions, and alternate uses of capital.

This authorization expires on March 1, 2025, subject to modification by the board of directors in the future.

From the inception of the share repurchase program through January 31, 2024, we have repurchased 5.8 million shares of our Class A common stock at an average price of $ 17.57 per share (inclusive of brokerage commission).

The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternate uses of capital.

We repurchased 31.8 million shares of our Class A common stock at an average price of $ 12.30 per share during fiscal year 2025 and 5.8 million shares of our Class A common stock at an average price of $ 17.57 per share during fiscal year 2024 (inclusive of brokerage commission) .

For fiscal year 2025, we accrued $ 1.4 million of related excise tax pursuant to the Inflation Reduction Act of 2022, which is included in the cost of treasury stock on our condensed consolidated balance sheet as of January 31, 2025.

Subsequent to January 31, 2025, between February 1, 2025 and March 20, 2025, we repurchased an additional 2.3 million shares of our Class A common stock at an average price of $ 11.76 per share.

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We have reserved 2.8 million shares of our Class A common stock to fund our social impact and ESG initiatives.

We contributed 0.3 million shares of our Class A common stock during fiscal year 2024 and 0.3 million of our Class A common stock during fiscal year 2023 to a donor-advised fund in connection with our Pledge 1% commitment.

The aggregate fair values of the shares on the respective contribution dates of $ 4.2 million and $ 5.5 million were recorded within general and administrative expense in the consolidated statements of operations for fiscal years 2024 and 2023, respectively.

We contributed 0.3 million shares of our Class A common stock during each of fiscal years 2025, 2024, and 2023 to a donor-advised fund in connection with our Pledge 1% commitment.

The aggregate fair values of the shares on the respective contribution dates of $ 6.6 million, $ 4.2 million, and $ 5.5 million were recorded within general and administrative expense in the consolidated statements of operations for fiscal years 2025, 2024, and 2023, respectively.

Preferred Stock

In April 2021, we amended and restated our certificate of incorporation, which authorized a total of 20.0 million shares of preferred stock.

Our amended and restated our certificate of incorporation authorizes a total of 20.0 million shares of preferred stock.

Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the priority rights of holders of preferred stock.

No dividends have been declared by the board of directors from inception through January 31, 2025.

Notes to Consolidated Financial Statements

Accumulated Other Comprehensive Income (Loss)

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Balance as of January 31, 2023 $ 8,231 $ ( 619 ) $ 7,612

Other comprehensive loss, net of tax ( 3,003 ) ( 284 ) ( 3,287 )

Balance as of January 31, 2023 $ 8,231 $ ( 619 ) $ 7,612

Other comprehensive income, net of tax 694 519 1,213

Balance as of January 31, 2024 $ 8,925 $ ( 100 ) $ 8,825

Other comprehensive loss

( 14,012 ) ( 272 ) ( 14,284 )

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As of January 31, 2025, w e have reserved 202.2 million shares of our Class A common stock to be issued under the 2021 Plan.

Notes to Consolidated Financial Statements

common stock (both Class A and Class B) outstanding on the preceding January 31, or (2) a lesser number of shares determined by our board of directors no later than the February 1 increase.

The number of shares of our Class A common stock reserved for issuance under the 2021 Plan will automatically increase on February 1 of each year for a period of ten years , which began on February 1, 2022 and continues through February 1, 2031, in an amount equal to (1) 5 % of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31, or (2) a lesser number of shares determined by our board of directors no later than the February 1 increase.

Although certain stock options remain outstanding under our prior stock plans, the UiPath, Inc.

2018 Stock Plan and the UiPath, Inc.

2015 Stock Plan, no shares are available for issuance of new awards under these plans.

2021 Employee Stock Purchase Plan

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The ESPP allows participants to purchase shares at the lesser of (a) 85 % of the fair market value our Class A common stock as of the commencement of the offering period, and (b) 85 % of the fair market value of our Class A common stock on the corresponding purchase date.

Prior Stock Plans

In June 2015, we adopted the 2015 Plan .

The 2015 Plan was terminated in June 2018 in connection with the adoption of the 2018 Plan .

Accordingly, no shares are available for future issuance under the 2015 Plan following the adoption of the 2018 Plan.

In June 2018, we adopted the 2018 Plan, which provided for grants of stock-based awards, including RSUs, RSAs, and stock options.

The 2018 Plan was terminated in April 2021 in connection with the adoption of the 2021 Plan.

Accordingly, no shares are available for future issuance under the 2018 Plan following the adoption of the 2021 Plan.

Notes to Consolidated Financial Statements

Outstanding Equity Awards

Stock Options

Stock options generally vest over three to four years and expire ten years from the date of grant.

Stock options granted under the 2021 Plan generally vest over three to four years and expire ten years from the date of grant.

Vested stock options generally expire three months after termination of employment.

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As of January 31, 2025, unrecognized compensation expense associated with unvested stock options granted and outstanding was $ 78.9 million, to be recognized over a weighted-average remaining period of 1.8 years.

Notes to Consolidated Financial Statements

Fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

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Expected dividend yield 0.0 % 0.0 % 0.0 %

During fiscal years 2023 and 2022, our compensation committee approved modifications to allow acceleration of the service-based vesting condition of certain employee stock options upon termination.

These modifications, which were considered improbable-to-probable (Type 3) modifications under ASC 718, resulted in accelerated vesting of 0.3 million and 0.2 million shares, respectively, of Class A common stock subject to outstanding stock options, and incremental compensation expense of $ 2.8 million and $ 2.9 million was recognized during fiscal years 2023 and 2022, respectively.

During fiscal year 2023, our compensation committee approved modifications to allow acceleration of the service-based vesting condition of certain employee stock options upon termination.

These modifications, which were considered improbable-to-probable (Type 3) modifications under ASC 718, resulted in accelerated vesting of 0.3 million shares of Class A common stock subject to outstanding stock options and incremental compensation expense of $ 2.8 million during fiscal year 2023.

Early Exercised Options

Certain stock option holders have the right to exercise unvested options, subject to a repurchase right held by us at the original exercise price in the event of voluntary or involuntary termination of employment of the option holders, until the options are fully vested.

During fiscal year 2024, we did not repurchase any unvested early exercised options.

During fiscal years 2025 and 2024, we did not repurchase any unvested early exercised options.

During fiscal year 2023 , we repurchased 0.4 million unvested early exercised options in the amount of $ 1.5 million.

Cash proceeds associated with early exercises are recorded within accrued expenses and other current liabilities and other liabilities, non-current in our consolidated balance sheets, depending on the future vesting dates of the associated options.

Notes to Consolidated Financial Statements

of the associated options.

Such accrued amounts were not material as of January 31, 2025 and 2024.

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RSUs granted under th e 2021 Plan g enerally vest over three to four years .

RSUs are forfeited in case of termination of employment or service before the satisfaction of service-based vesting conditions.

RSUs are generally forfeited in case of termination of employment or service before the satisfaction of service-based vesting conditions.

RSU activity during fiscal year 2025 was as follows:

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22,449 $ 17.81

The fair value of RSUs released during fiscal years 2024, 2023, and 2022 was $ 329.6 million , $ 228.8 million, and $ 1.4 billion, respectively.

Prior to the IPO, we granted RSUs under th e 2018 Plan that vested upon the satisfaction of both a service-based condition (generally four years ) and a performance-based condition.

The performance-based vesting condition was deemed satisfied on April 23, 2021, the date that our IPO was completed.

At that time (during fiscal year 2022), we recognized $ 233.0 million of cumulative stock-based compensation expense for the portion of these RSUs for which the service-based vesting condition had been fully or partially satisfied.

The intrinsic value of RSUs released during fiscal years 2025, 2024, and 2023 was $ 234.6 million , $ 329.6 million, and $ 228.8 million, respectively.

As of January 31, 2025, unrecognized compensation expense associated with unvested RSUs was approximately $ 371.2 million, to be recognized over a weighted-average remaining period of 2.0 years.

Notes to Consolidated Financial Statements

During fiscal year 2023, our compensation committee approved modifications to allow accelerated vesting of approximately 0.5 million RSUs upon employee terminations.

The modifications, which were considered improbable-to-probable (Type 3) modifications under ASC 718, resulted in a net reduction of $ 7.4 million in the fair value of the modified awards due to the decrease in our stock price between the grant and modification dates.

During fiscal year 2022, our compensation committee approved modifications to allow accelerated vesting of approximately 0.2 million RSUs upon employee terminations, resulting in the recognition of $ 10.9 million of incremental expense.

Performance Stock Units

In July 2023, we granted approximately 0.1 million PSUs at a grant date fair value of $ 18.08 per share.

During fiscal year 2024, we granted approximately 0.1 million PSUs at a grant date fair value of $ 18.08 per share.

The PSUs were subject to performance conditions related to the achievement of certain individual and company targets for fiscal year 2024, which were not met.

As a result, the PSUs have been cancelled and no expense was recognized during fiscal year 2024.

As a result, the PSUs were cancelled and no expense was recognized.

Employee Stock Purchase Plan Awards

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Expected dividend yield 0.0 % 0.0 % 0.0 %

During the fiscal year ended January 31, 2024, 1.4 million shares were purchased under the ESPP at a weighted average purchase price of $ 12.69 per share.

During fiscal year 2025, 1.6 million shares were purchased under the ESPP at a weighted average purchase price of $ 10.13 per share.

As of January 31, 2025, unrecognized compensation expense related to the ESPP was approximately $ 2.4 million, to be recognized over a weighted-average remaining period of 0.4 years.

Notes to Consolidated Financial Statements

Stock-Based Compensation Associated with Business Acquisition

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Total $ 358,151 $ 371,955 $ 369,840

(1) Presented net of capitalized stock-based compensation relating to software development costs of $ 4.5 million.

Notes to Consolidated Financial Statements

14 Income Taxes

and foreign components o f loss before income taxes are as follows for the periods presented (in thousands):

and foreign components of loss before income taxes are as follows for the periods presented (in thousands):

Year Ended January 31,

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Foreign ( 20,387 ) 554 861

Total deferred expense (benefit) $ 554 $ 861 $ ( 5,832 )

Total provision for income taxes $ 14,068 $ 10,791 $ 14,703

Total deferred (benefit) expense

$ ( 19,794 ) $ 554 $ 861

Total (benefit from) provision for income taxes

$ ( 4,406 ) $ 14,068 $ 10,791

Notes to Consolidated Financial Statements

The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for the periods presented:

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Effective income tax rate 5.6 % ( 18.6 ) % ( 3.4 ) %

Notes to Consolidated Financial Statements

Significant components of DTAs and DTLs are as follows as of the periods presented (in thousands):

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Depreciation and amortization 1,459 587

Excessive borrowing — 1,668

Lease liabilities 8,255 11,563

Other 6,428 5,602

Total deferred tax assets, gross 472,272 518,735

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Right-of-use assets

( 5,728 ) ( 8,957 )

Commissions ( 30,871 ) ( 32,747 )

Other ( 3,791 ) —

Total deferred tax liabilities ( 41,855 ) ( 44,150 )

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Net deferred tax assets $ 24,166 $ 4,545

(1) As of January 31, 2023, immaterial amounts related to lease liabilities and right-of-use assets and were presented as part of "Other."

In preparing the provision for income taxes, we assess the available positive and negative evidence to determine whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets.

A significant piece of objective negative evidence was the cumulative loss we incurred over the three-year period ending January 31, 2024.

Such objective evidence outweighs other subjective evidence, such as our projections for future growth.

Based on such evaluation we determined as of January 31, 2024 that it was more likely than not that the deferred tax assets will not be realized.

Accordingly, we recorded a full valuation allowance against U.S.

federal and state, Romanian, and U.K.

DTAs as of January 31, 2024, consistent with January 31, 2023.

However, we may release some of these valuation allowances in future periods if objective negative evidence of cumulative losses is no longer present and positive evidence, such as projection of future growth, supports the realization of such deferred tax assets.

Release of all or a portion of these valuation allowances would result in a decrease in the provision for income taxes in the period of the release.

The table below details the changes in DTA valuation allowances for the periods presented (in thousands):

Balance Additions During the Period

Reductions During the Period

Notes to Consolidated Financial Statements

The table below details our DTA valuation allowances and the changes therein for the periods presented (in thousands):

Balance Additions During the Period Reductions During the Period Ending

Year ended January 31, 2025

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$ 476,589 $ 5,474 $ ( 12,023 ) $ 470,040

Notes to Consolidated Financial Statements

The reduction in valuation allowance during fiscal year 2024 was driven by a decrease in our deferred tax assets in Romania and the U.K.

For fiscal year 2025, we recorded a net decrease in valuation allowance of $ 63.8 million, which consists of a valuation allowance release of $ 24.7 million related to our U.K.

entity, based on our reassessment of the amount of the U.K.

DTAs that are more likely than not to be realized, and a net decrease of $ 39.1 million related to a decrease in net DTAs associated with our U.S., Romania, and U.K.

For fiscal year 2024, we recorded a net decrease in valuation allowance of $ 6.5 million, driven by a decrease in Romania and U.K.

The realization of tax benefits of net DTAs is dependent upon future levels of taxable income of an appropriate character in the periods the items are expected to be deductible or taxable.

As of January 31, 2025, based on the available positive and negative evidence, including the amount of taxable income in the U.K.

in recent years and our expectations of future profits in the U.K., we now believe it is more likely than not that the U.K.

DTA is realizable.

Therefore, during fiscal year 2025, we released the $ 24.7 million valuation allowance associated with the U.K.

We continue to maintain full valuation allowances against our U.S.

and Romania DTAs as of January 31, 2025 because we believe based on our current evaluations that it is more likely than not that these DTAs will not be realized.

We intend to maintain each of these full valuation allowances until sufficient positive evidence exists to support a reversal of, or decrease in, each of the respective valuation allowances.

However, we may release our U.S.

or Romania valuation allowances in future periods if objective negative evidence of cumulative losses is no longer present and positive evidence, such as projection of future growth, supports the realization of such DTAs.

Release of all or a portion of these valuation allowances would result in a decrease in the provision for income taxes in the period of the release.

As of January 31, 2025, we had U.S.

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As of January 31, 2025 and 2024, we had state NOLs of $ 834.6 million and $ 824.7 million, respectively, which begin expiring in 2026.

As of January 31, 2024 and 2023, we had Romanian NOLs of $ 549.9 million and $ 601.6 million, respectively, which begin expiring in 2025.

As of January 31, 2024 and 2023, we had Japanese NOLs of $ 6.3 million and $ 10.4 million, respectively, which begin expiring in 2027.

As of January 31, 2025 and 2024, we had Romania NOLs of $ 658.2 million and $ 549.9 million, respectively, which begin expiring in 2026.

As of January 31, 2025 and 2024, we had Japan NOLs of $ 1.8 million and $ 6.3 million, respectively, which begin expiring in 2027.

Additionally, as of January 31, 2025 and 2024, we had U.K.

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The second resulted in an annual limitation, independent of net unrealized built-in gains, of $ 29.0 million for our NOLs as of July 9, 2020 but did not result in permanent disallowance of any NOLs.

We do not provide for deferred taxes on $ 109.2 million of the undistributed earnings of our foreign subsidiaries as of January 31, 2024, because we intend to indefinitely reinvest such undistributed earnings in our non-U.S.

As of January 31, 2024, we had gross unrecognized tax benefits totaling $ 2.3 million related to income taxes, which would impact the effective tax rate if recognized.

Of this amount, the total liability pertaining to uncertain tax positions was $ 0.5 million, excluding interest and penalties, which are accounted for as a component of our income tax provision.

As of January 31, 2023, we had gross unrecognized tax benefits of $ 2.3 million.

As of January 31, 2025, we have recorded a deferred tax liability of $ 3.8 million associated with the undistributed earnings of our foreign subsidiaries that we no longer intend to indefinitely reinvest.

Notes to Consolidated Financial Statements

The table below details our gross unrecognized tax benefits (excluding penalties and interest) and the changes therein for the periods presented (in thousands):

Year Ended January 31,

Beginning unrecognized tax benefits

Additions for tax positions related to prior years

Ending unrecognized tax benefits

$ 60,175 $ 504

As of January 31, 2025, we had gross unrecognized tax benefits totaling $ 60.9 million (inclusive of penalties and interest) related to income taxes, of which $ 1.6 million would impact the effective tax rate if recognized.

Of this amount, the total liability pertaining to uncertain tax positions was $ 0.9 million, excluding interest and penalties.

Our tax positions are subject to income tax audits in multiple tax jurisdictions globally, and we believe that we have provided adequate reserves for our income tax uncertainties in all open tax years.

Our Romanian subsidiary is currently undergoing final procedures in the audit for tax years from 2017 through 2022.

Our Indian subsidiary is currently going through the administrative dispute process for the audit for tax years from 2019 through 2021.

The remainder of the unrecognized tax benefits, which primarily relate to the Romanian corporate income tax audit by ANAF and bilateral transfer pricing negotiations between the U.S.

and Romania (described in further detail below), would not affect the effective tax rate because the unrecognized tax benefit is recorded as a reduction in our gross deferred assets, offset by a corresponding reduction in our valuation allowance.

As of January 31, 2024, we had gross unrecognized tax benefits of $ 2.3 million (inclusive of penalties and interest) related to income taxes, which would impact the effective tax rate if recognized.

Of this amount, the total liability pertaining to uncertain tax positions was $ 0.5 million, excluding interest and penalties.

Our policy is to recognize interest and penalties associated with tax matters as part of the income tax provision.

During fiscal year 2025, the penalties and interest recorded related to uncertain tax positions was not material.

Our tax positions are subject to income tax audits in multiple tax jurisdictions globally.

Our estimate of the potential outcome of any uncertain tax position is subject to management's assessment of the relevant risks, facts, and circumstances existing at that time.

We believe that we have provided adequate reserves for our income tax uncertainties in all open tax years.

However, our future results may include adjustments to estimates in the period the audits are settled, which may impact our effective tax rate.

Currently, our India subsidiary is appealing the corporate income tax assessment of $ 2.1 million for the audit period of April 2019 through March 2021.

It also has an open corporate income tax audit for the period from January 2018 through January 2022.

During fiscal year 2025, the Romanian ANAF completed a corporate income tax audit for the period from January 2018 through January 2022.

Certain deductions have been disallowed, resulting in a proposed reduction of NOLs of approximately $ 66.7 million.

We are appealing $ 64.3 million of the disallowance through litigation, $ 25.4 million of which we believe more likely than not will not be sustained.

As a result, as of January 31, 2025, the Romania DTA and the corresponding valuation allowance has been reduced by $ 25.4 million.

In addition, we have engaged in two bilateral transfer pricing negotiations for our transfer pricing model, one between the U.S and Romania, and one between Japan and Romania.

These negotiations are still underway, and the authorities are in the process of determining the cost sharing allocations between the respective countries, and the ultimate outcomes remain uncertain.

However, after evaluating recent developments in the transfer pricing negotiation between the U.S.

and Romania, in anticipation of the agreement, during fiscal year 2025, we recorded a $ 33.8 million decrease in the U.S.

DTA and the corresponding valuation allowance, representing the unrecognized tax benefit related to the U.S.-Romania bilateral advance pricing agreement.

We also recorded a $ 16.0 million increase in the Romania DTA and its related valuation allowance.

These amounts represent our best estimate of the tax expense associated with the proposed transfer pricing arrangements and their related effects.

We file income tax returns in the U.S.

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To the extent utilized in future years’ tax returns, NOLs at January 31, 2025 and 2024 will remain subject to examination until the respective tax year is closed.

On December 20, 2021, the OECD published the Pillar Two Model Rules defining the global minimum tax, which calls for 15% global minimum tax for multinational enterprises with an annual revenue above €750.0 million.

The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax.

As of January 31, 2025, various countries, including EU, U.K., Japan, and Australia, have implemented the Pillar Two rules to varying degrees.

We assessed and concluded that

Notes to Consolidated Financial Statements

15 Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands except per share amounts):

the Pillar Two Model Rules do not have a significant impact on our consolidated financial statements for fiscal year 2025.

We will continue to monitor developments and evaluate potential impact on future periods.

15 Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the periods presented (in thousands except per share amounts):

Year Ended January 31,

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Net loss $ ( 62,842 ) $ ( 10,852 ) $ ( 76,739 ) $ ( 13,144 ) $ ( 278,950 ) $ ( 49,402 )

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 481,402 82,453 465,569 82,453 366,146 88,479

Net loss per share attributable to common stockholders, basic and diluted $ ( 0.16 ) $ ( 0.16 ) $ ( 0.60 ) $ ( 0.60 ) $ ( 1.16 ) $ ( 1.16 )

Anti-dilutive common stock equivalents excluded from the computation of diluted net loss per share attributable to common stockholders were as follows (in thousands):

Weighted-average shares used in computing net loss per share, basic and diluted

477,480 82,453 481,402 82,453 465,569 82,453

Net loss per share, basic and diluted

$ ( 0.13 ) $ ( 0.13 ) $ ( 0.16 ) $ ( 0.16 ) $ ( 0.60 ) $ ( 0.60 )

Anti-dilutive common stock equivalents excluded from the computation of diluted net loss per share were as follows (in thousands):

Year Ended January 31,

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Class A Class B Class A Class B Class A Class B

Convertible preferred stock — — — — 68,015 —

Unvested RSUs 30,239 — 36,878 — 31,427 —

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Total 41,409 — 51,231 — 46,725 —

Notes to Consolidated Financial Statements

16 Related Party Transactions

Beginning in the third quarter of fiscal year 2022, we have at times made use of an aircraft which is owned by Daniel Dines, our co-founder and then CEO, through a special purpose LLC and which is operated by a third-party aircraft management company.

Beginning in the third quarter of fiscal year 2022, we have at times made use of an aircraft which is owned by Daniel Dines, our co-founder and CEO, through a special purpose LLC and which is operated by a third-party aircraft management company.

Dines, through this special purpose LLC, obtained financing for the aircraft and bears all associated operating, personnel, and maintenance costs for the aircraft.

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accordingly, we do not consolidate it in our consolidated financial statements.

We did not incur any expense related to the use of the aircraft in fiscal year 2024.

In fiscal year 2023 and 2022, we incurred expenses of $ 1.9 million and $ 1.1 million, respectively, in connection with our business use of the aircraft.

We did not incur any expense related to the use of the aircraft in fiscal year 2025 or 2024.

In fiscal year 2023, we incurred expenses of $ 1.9 million in connection with our business use of the aircraft.

Notes to Consolidated Financial Statements

17 Subsequent Events

On March 7, 2025, we acquired all outstanding equity of Peak AI Limited ("Peak"), a U.K.-based software company, for approximately $ 65 million, consisting of a combination of up-front and contingent cash payments and stock-based compensation.

Peak's AI platform provides pricing and inventory intelligence to customers in manufacturing and retail

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data