UiPath, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. In addition, they are designed to ensure that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Pursuant to in Rules 13(a)-13(e) and 15(d)-15(e) under the Exchange Act, our management, under the supervision and with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of January 31, 2025. Management's Report on Internal Control over Financial Reporting Our management is responsible for establishment and maintenance of adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our CEO and CFO, to provide reasonable assurance regarding the reliability of financing reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Under the supervision and with the participation of our CEO and CFO, and under the oversight of our board of directors, our management performed an evaluation of the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K, based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, our management concluded that our internal control over financial reporting was effective as of January 31, 2025. The effectiveness of our internal control over financial reporting as of January 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting During the fiscal quarter ended January 31, 2025 no change in internal control over financial reporting was identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures Our management, including our CEO and CFO, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at a reasonable assurance level. However, any control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that its objectives will be met. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures and internal control over financial reporting, including resource constraints, errors in judgment, and the possibility that controls and procedures will be circumvented by collusion, by management override, or by mistake. Additionally, the design of any control system is based in part on management assumptions about the likelihood of future events, and there can be no assurance that the system will succeed in achieving its objectives under all potential future scenarios. As a result of these limitations, our management does not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all potential errors or fraud or detect all potential misstatements due to error or fraud. 116 Table of Contents Item 9B. Other Information 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 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 117 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2025. 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 (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. Item 11. Executive Compensation The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2025. Item 13. Certain Relationships and Related Party Transactions, and Director Independence The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2025. Item 14. Principal Accounting Fees and Services The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2025. 118 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this Annual Report on Form 10-K: (1) Consolidated Financial Statements The consolidated financial statements are filed as a part of this Annual Report on Form 10-K under 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 Part II, Item 8. Financial Statements and Supplementary Data. (3) Exhibit Index The exhibits listed below are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K. Exhibit Number Description Form File No. Exhibit Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of UiPath, Inc. 8-K 001-40348 3.1 04/28/2021 3.2 Second Amended and Restated Bylaws of UiPath, Inc. 8-K 001-40348 3.2 03/10/2023 3.3 Second Amended and Restated Bylaws of UiPath, Inc., marked to show amendments effective as of March 7, 2023 10-K 001-40348 3.3 03/24/2023 4.1 Form of Class A Common Stock Certificate S-1/A 333-254738 4.1 04/19/2021 4.2 Description of Securities 10-K 001-40348 4.2 04/04/2022 10.1 Amended and Restated Investors' Rights Agreement, dated February 1, 2021 S-1 333-254738 10.1 03/26/2021 10.2† UiPath, Inc. 2015 Stock Plan S-1 333-254738 10.2 03/26/2021 10.3† Forms of Stock Option Grant Notices and Agreements under the UiPath, Inc. 2015 Stock Plan S-1 333-254738 10.3 03/26/2021 10.4† UiPath, Inc. 2018 Stock Plan S-1 333-254738 10.4 03/26/2021 10.5† Forms of Stock Option Grant Notices and Agreements under the UiPath, Inc. 2018 Stock Plan S-1 333-254738 10.5 03/26/2021 10.6† Form of Restricted Stock Award Grant Notice under the UiPath, Inc. 2018 Stock Plan S-1 333-254738 10.6 03/26/2021 10.7† Forms of Restricted Stock Unit Grant Notices and Agreements under the UiPath, Inc. 2018 Stock Plan S-1 333-254738 10.7 03/26/2021 10.8† UiPath, Inc. 2021 Equity Incentive Plan S-1/A 333-254738 10.8 04/12/2021 10.9† Forms of Grant Notice and Stock Option Agreement under the UiPath, Inc. 2021 Equity Incentive Plan S-1/A 333-254738 10.9 04/12/2021 10.10† Forms of Restricted Stock Unit Grant Notice and Award Agreement under the UiPath, Inc. 2021 Equity Incentive Plan S-1/A 333-254738 10.10 04/12/2021 10.11† UiPath, Inc. 2021 Employee Stock Purchase Plan S-1/A 333-254738 10.11 04/12/2021 10.12† Form of Indemnity Agreement entered into by and between UiPath, Inc. and each director and executive officer S-1 333-254738 10.12 03/26/2021 10.13† Offer Letter, by and between UiPath, Inc. and Daniel Dines, dated February 18, 2021 S-1 333-254738 10.13 03/26/2021 10.14† O ffer Letter , by and between UiPath, Inc. and Ashim Gupta, dated September 5, 2024 X 10.15† Offer Letter, by and between UiPath, Inc. and Brad Brubaker, dated February 16, 2021 S-1 333-254738 10.15 03/26/2021 10.16 Senior Secured Credit Facilities Credit Agreement, by and among UiPath, Inc., Silicon Valley Bank, HSBC Ventures USA Inc., Sumitomo Mitsui Banking Corporation, and Mizuho Bank, LTD., dated October 30, 2020 S-1 333-254738 10.19 03/26/2021 10.17† N on-Employee Director Compensation Policy X 10.18++ Lease Agreement dated as of September 24, 2021 between UiPath, Inc. and One Vanderbilt Owner LLC 10-Q 001-40348 10.1 12/10/2021 19 UiPath, Inc. Insider Trading Policy X 21.1 List of Subsidiaries of UiPath, Inc. X 23.1 Consent of KPMG LLP, independent registered public accounting firm X 24.1 Power of attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K) X 31.1 Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1^ Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2^ Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97 UiPath, Inc. Incentive Compensation Recoupment Policy 10-K 001-40348 97 03/27/2024 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Indicates management contract or compensatory plan. ++ Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been redacted. ^ The 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. Item 16. Form 10-K Summary None. 119 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UIPATH, INC. By: /s/ Ashim Gupta Name: Ashim Gupta Title: Chief Financial Officer and Chief Operating Officer Date: March 24, 2025 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/ 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 and Deputy Chief Financial Officer March 24, 2025 Hitesh Ramani (Principal Accounting Officer) /s/ Philippe Botteri Director March 24, 2025 Philippe Botteri* /s/ Michael Gordon Director March 24, 2025 Michael Gordon* /s/ Sivaramakichenane Somasegar Director March 24, 2025 Sivaramakichenane Somasegar* /s/ Daniel D. Springer Director March 24, 2025 Daniel D. Springer* /s/ Laela Sturdy Director March 24, 2025 Laela Sturdy* /s/ Karenann Terrell Director March 24, 2025 Karenann Terrell* /s/ Richard P. Wong Director March 24, 2025 Richard P. Wong* /s/ June Yang Director March 24, 2025 June Yang* 120