What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-24 compared with 2024-03-27 · 30 added, 34 removed, 141 unchanged (31% of the section changed)

21 unchanged sentences

During the three months ended January 31, 2025, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of our securities as follows:

• On January 12, 2024 , Richard P.

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

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

• On December 20, 2024 , Ice Vulcan Holding Limited, an entity controlled by Daniel Dines , our CEO, founder, and Chairman , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act to sell up to 5,000,000 shares of our Class A common stock, through October 16, 2025 , subject to limit prices .

• On January 8, 2025 , Ashim Gupta , our CFO and COO , and a family trust, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act to sell up to 587,503 shares of our Class A common stock, including up to 230,129 shares of our Class A common stock subject to RSUs previously granted to Mr.

Gupta that will vest and be released to Mr.

Gupta on or prior to July 1, 2025, through July 31, 2025 , subject to limit prices.

The actual number of shares underlying 230,129 RSUs that will be released to Mr.

Gupta and may be sold under the Rule 10b5-1 trading plan will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not determinable at this time.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

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

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

The Code of Conduct is available on our website at uipath.com (https://ir.uipath.com/governance/governance-documents ).

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

10 unchanged sentences

(1) Consolidated Financial Statements

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

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

Financial Statements and Supplementary Data.

(2) Financial Statement Schedules

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

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

Financial Statements and Supplementary Data.

52 unchanged sentences

S-1 333-254738 10.13 03/26/2021

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

and Ashim Gupta, dated February 17, 2021

S-1 333-254738 10.14 03/26/2021

10.14† O ffer Letter , by and between UiPath, Inc.

and Ashim Gupta, dated September 5, 2024

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

3 unchanged sentences

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

Non-Employee Director Compensation Policy

S-1/A 333-254738 10.22 04/12/2021

N on-Employee Director Compensation Policy

Lease Agreement dated as of September 24, 2021 between UiPath, Inc.

1 unchanged sentence

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

Offer Letter, by and between UiPath, Inc.

and Robert Enslin, dated April 25, 2022

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

Separation and Release of Claims Agreement between UiPath, Inc.

and Christopher Weber, executed March 28, 2023

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

Advisory Agreement between UiPath, Inc.

and Theodore Kummert, executed April 11, 2023

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

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

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

Insider Trading Policy

21.1 List of Subsidiaries of UiPath, Inc.

23.1 Consent of KPMG LLP, independent registered public accounting firm

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

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

5 unchanged sentences

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

Ui Path , Inc.

Incentive Compensation Rec oup ment P olicy

Incentive Compensation Recoupment Policy

101.SCH XBRL Taxonomy Extension Schema Document

6 unchanged sentences

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

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

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

2 unchanged sentences

/s/ Ashim Gupta

Chief Financial Officer

Chief Financial Officer and Chief Operating Officer

March 24, 2025

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

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

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

Signature Title Date

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

Robert Enslin* ( Principal Executive Officer )

/s/ Ashim Gupta Chief Financial Officer March 27, 2024

/s/ Daniel Dines

Chief Executive Officer and Chairman

March 24, 2025

Daniel Dines*

( Principal Executive Officer )

/s/ Ashim Gupta Chief Financial Officer and Chief Operating Officer

March 24, 2025

Ashim Gupta ( Principal Financial Officer )

/s/ Hitesh Ramani Chief Accounting Officer March 27, 2024

/s/ Hitesh Ramani Chief Accounting Officer and Deputy Chief Financial Officer

March 24, 2025

Hitesh Ramani (Principal Accounting Officer)

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

Daniel Dines*

/s/ Philippe Botteri Director March 24, 2025

2 unchanged sentences

Michael Gordon*

/s/ Sivaramakichenane Somasegar

Director March 24, 2025

Sivaramakichenane Somasegar*

/s/ Daniel D.

6 unchanged sentences

Wong Director March 24, 2025

/s/ June Yang

March 24, 2025

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

What changed 10-K

Item 9A. Controls and Procedures