What changed in this filing

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Item 1A. Risk Factors

2026-03-25 compared with 2025-03-24 · 275 added, 281 removed, 812 unchanged (41% of the section changed)

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Risks Related to Our Business, Products, Operations, and Industry

We have incurred net losses in the past, anticipate continuing to incur significant operating expenses in the future, and may not achieve or sustain consistent profitability.

We have incurred net losses in the past, and may continue to incur net losses in the future.

We have incurred net losses in the past, anticipate continuing to incur significant operating expenses in the future, and may not sustain consistent profitability.

We have incurred net losses in the past, and may incur net losses in the future.

We expect to continue to incur significant operating expenses in the foreseeable future.

This includes leveraging the investments made in our organization in prior years and continuing to implement initiatives designed to grow our business in a disciplined manner.

These initiatives include increasing our overall customer base and expanding sales within our current customer base, continuing to penetrate international markets, investing in research and development to improve the capabilities of our platform (including AI capabilities), acquiring businesses, technology, talent, and related integration efforts, growing our distribution channels and channel partner ecosystem, deepening our user community, hiring additional employees and investing in our existing workforce, expanding our operations and

infrastructures both domestically and internationally, and incurring expenses related to legal, accounting, and other administrative expenses aspects of operating as a public company.

In particular, we intend to continue to expend significant funds to further develop our platform.

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We have entered into non-cancellable multi-year capacity commitments with certain third-party cloud providers for cloud infrastructure services.

These commitments require us to pay for such capacity irrespective of actual usage.

These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses, and achieve, or once achieved, sustain profitability.

These commitments require us to pay for such capacity irrespective of

actual usage.

These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses and sustain profitability.

We may delay or re-evaluate these efforts due to any anticipated or actual adverse impact to our business as a result of, among other things, global economic and geopolitical uncertainties, fluctuating inflation and interest rates, tariffs, government shutdowns, regional conflicts, or other similar events or circumstances.

In addition, growth of our revenue may slow, or revenue may decline for a number of reasons, including a decrease in our ability to attract and retain customers, a failure to increase our number of channel partners, an increase in competition, a decrease in growth of our overall market, a decrease in the term lengths of our contracts with customers, an inability to timely and cost-effectively introduce new products and services that are favorably received by customers and partners, and as a result of global economic conditions, such as rising inflation and interest rates, that could cause our customers to reduce their spending levels with us.

In addition, growth of our revenue may slow, or revenue may decline for a number of reasons, including a decrease in our ability to attract and retain customers, a failure to increase our number of channel partners, an increase in competition, a decrease in growth of our overall market, a decrease in the term lengths of our contracts with customers, an inability to timely and cost-effectively introduce new products and services that are favorably received by customers and partners, and as a result of global economic conditions, such as fluctuating inflation and interest rates, that could cause our customers to reduce their spending levels with us.

A shortfall in revenue could lead to operating results being below expectations because we may not be able to quickly reduce our fixed operating expenses in response to short-term business changes.

If we are unable to meet these risks and challenges as we encounter them, our business and operating results may be adversely affected.

These investments may not be successful on the timeline we anticipate, or at all, and may not result in revenue or ARR growth.

The investments we have made in our organization may not be successful on the timeline we anticipate, or at all, and may not result in revenue or ARR growth.

For instance, we anticipate that our customers will continue to increase adoption of our SaaS products in future periods.

We cannot predict how increased adoption of our SaaS products will change the buying patterns of our customers or impact our future revenue or ARR.

If we are unable to maintain or increase our revenue or ARR at a rate sufficient to offset the expected increase in our costs, our business, financial condition, and results of operations will be harmed, and we may not be able to achieve or maintain profitability over the long-term.

Additionally, we have encountered, and may in the future encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as unforeseen operating expenses, difficulties, complications, delays, and other known or unknown factors that may result in losses in future periods.

If our revenue or ARR growth does not meet our expectations in future periods, our business, financial condition, and results of operations may be harmed, and we may not achieve or maintain profitability in the future.

If our revenue or ARR growth does not meet our expectations in future periods, our business, financial condition, and results of operations may be harmed, and we may not maintain profitability in the future.

If we are unable to sustain profitability, the value of our business and Class A common stock may significantly decrease.

We may not be able to successfully manage our growth.

If we are not able to grow efficiently, we may not be able to reach or sustain consistent profitability, and our business, financial condition, and results of operations could be harmed, which has in the past caused and could in the future cause our stock price to decline.

If we are not able to grow efficiently, we may not be able to sustain consistent profitability, and our business, financial condition, and results of operations could be harmed, which has in the past caused and could in the future cause our stock price to decline.

We have experienced and may continue to experience rapid growth and organizational changes.

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Our ARR was $1,852.6 million and $1,666.1 million at January 31, 2026 and 2025, respectively, representing a growth rate of 11%.

However, the revenue or ARR growth of any prior quarterly or annual fiscal period should not be relied upon as an indication of our future performance.

However, the revenue or ARR growth of any prior quarterly or annual fiscal period should not be relied upon as a predictor of future performance.

Even if our revenue and ARR continue to increase, our revenue and ARR growth rates may decline in the future as a result of a variety of factors, including the maturation of our business, increased competition, changes to technology, a decrease in the growth of our overall market, or our failure, for any reason, to continue to take advantage of growth opportunities.

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Overall growth of our business depends on a number of additional factors, including our ability to:

• price our products that we offer on our platform effectively so that we are able to attract new customers and expand sales to our existing customers;

• expand the functionality and use cases for the products we offer on our platform;

• price our products effectively so that we are able to attract new customers and expand sales to our existing customers;

• expand the functionality and use cases for our products;

• maintain and expand the rates at which customers purchase and renew licenses to our platform;

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• continue to introduce and sell our products to new markets;

• continue to develop new products and new functionality for our platform and successfully further optimize our existing products and infrastructure;

• continue to develop new functionality for our platform and successfully further optimize our existing products and infrastructure;

• successfully identify and acquire or invest in businesses, products, or technologies that we believe could complement or expand our platform;

• increase awareness of our brand on a global basis and successfully compete with other companies.

We may not successfully accomplish any of these objectives, and as a result, it is difficult for us to forecast our future results of operations.

Further, actions we may decide to take in the future in our attempt to achieve or sustain profitability may not be successful in yielding our intended results and may not appropriately address either or both of the short-term and long-term strategy of our business.

If the assumptions that we use to plan our business are incorrect, or change in reaction to changes in our market, or if we are unable to maintain consistent revenue, ARR, or revenue or ARR growth, our stock price could be volatile, and it may be difficult to achieve and sustain profitability.

We may not successfully accomplish any of these objectives.

Further, actions we may decide to take in the future in our attempt to sustain profitability may not be successful in yielding our intended results and may not appropriately address either or both of the short-term and long-term strategy of our business.

Macroeconomic conditions, including volatile and weakened global economic conditions, and geopolitical tensions and conflicts, including changes to trade policies and regulations, present significant risks to us in several jurisdictions.

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An economic downturn or increased uncertainty may also lead to increased credit and collectability risks, higher borrowing costs or reduced availability of the capital and credit markets, reduced liquidity, asset impairments, adverse impact on our partners, or failures of counterparties including financial institutions and insurers.

Trade policies and disputes have resulted and will result in increased tariffs, trade barriers, and other protectionist measures, which can make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers, or impede or slow the movement of our products across borders.

Trade policies and disputes have resulted and may in the future result in increased tariffs, trade barriers, and other protectionist measures, which can make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers, or impede or slow the movement of our products across borders.

Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, some markets.

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• continuing uncertainty regarding social, political, immigration, tax, and trade policies in the U.S.

• global tensions and conflict in areas where we have customers or employees , and in surrounding areas, such as the Russian military operation in Ukraine, conflict in the Middle East, and rising tensions between China and Taiwan.

Although our operations in Belarus, China, Israel, Ukraine, and Russia rep resent an immaterial portion of our business, individually and in the aggregate, s uch global and regional factors may have adversely impacted and could adversely impact our customers and employees ;

• global tensions and conflict in areas where we have customers or employees;

• fluctuations in the market value of our domestic and international investments and in the capital and credit markets, which can be negatively affected by liquidity, credit deterioration or losses, interest rate changes, financial results, political risk, sovereign risk, or other factors.

Further, these conditions have affected and may continue to affect the rate of IT spending, could adversely affect our customers' ability or willingness to attend our events or to purchase our products and services, could have delayed and may delay customer purchasing decisions, could have reduced and may reduce the value and duration of customer subscription contracts, and may adversely affect our customer attrition rates.

Further, these conditions have affected and may continue to affect the rate of IT spending, could adversely affect our customers' ability or willingness to attend our events or to purchase our products and services, may have delayed and may in the future delay customer purchasing decisions, may have reduced and may in the future reduce the value and duration of customer subscription contracts, and may adversely affect our customer attrition rates.

All of these risks and conditions could materially adversely affect our future sales and operating results.

Our past results may not be indicative of our future performance.

We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price could decline.

We expect fluctuations in our financial results.

As a result, we may not be able to accurately predict future results, and our past results may not be indicative of our future performance.

If we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price could decline.

Our results of operations have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control.

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• customer expansion rates and the pricing and quantity of licenses renewed;

• fluctuations in mix of revenue, cost of revenue, and gross margin from sales directly to end-customers and/or through channel partners including our strategic alliances;

• fluctuations in mix of revenue, cost of revenue, and gross margin from sales directly to end-customers or through channel partners including our strategic alliances;

• timing and amount of our investments to expand the capacity of our third-party cloud infrastructure providers;

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The amount of revenue recognized reflects the consideration that we expect to receive in exchange for these goods or services.

Licenses revenue (including the term license portion of Flex Offerings ) is recognized when we transfer control of the respective license to the customer.

Licenses revenue (including the term license portion of flexible deployment offerings) is recognized when we transfer control of the respective license to the customer.

Revenue from SaaS and revenue from maintenance and support are recognized ratably over time since control passes to our customers over the arrangement’s contractual period.

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timing of development, and release of new offerings by our competitors;

technological change, including in the areas of AI and ML systems, and the rate of growth in our market.

technological change, including in the areas of AI and ML systems;

and the rate of growth in our market.

Additionally, the utility of our platform and products relies in part on the ability of our customers to use our automation, AI and ML products in connection with other third-party software products that are important to our customers' businesses.

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We have faced and could continue to face inefficiencies or service disruptions as a result of our efforts to scale our internal infrastructure.

We cannot be sure that the expansion of and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could harm our business, financial condition, and results of operations.

We cannot be sure

that the expansion of and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could harm our business, financial condition, and results of operations.

Our business depends on our existing customers renewing their licenses and purchasing additional licenses and products from us and our channel partners.

Declines or significant delays in renewals or purchases of additional licenses and products by our customers could harm our future operating results.

Declines or significant delays in renewals or purchases of additional licenses and products by our customers have from time to time harmed and could in the future harm our operating results.

Part of our growth strategy relies on our ability to deliver significant value in a short time to our customers, so that our customers will scale the use of our platform throughout their enterprise.

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In order for us to maintain or improve our results of operations, it is important that our customers renew or expand their licenses with us and our channel partners.

We cannot accurately predict our renewals and dollar-based net retention rate given the diversity of our customer base in terms of size, industry, and geography.

Our renewals and dollar-based net retention rate may decline or fluctuate as a result of a number of factors, many of which are outside our control, including the business strength or weakness of our customers;

We may not be able to accurately predict our renewals and dollar-based net retention rate given the diversity of our customer base in terms of size, industry, and geography.

Our renewals and dollar-based net retention rate may decline or fluctuate as a result of a number of factors, many of which are outside our control, including the strength or weakness of our customers' businesses;

continuing or new delays in renewals due to economic conditions;

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customer satisfaction with our products and platform capabilities and customer support;

the utility of our platform to cost-effectively integrate with third-party software products;

the ability of our platform to cost-effectively integrate with third-party software products;

the capabilities and prices of competing products;

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We continually review how best to market our platform to our customers and potential customers and how to organize, train, and deploy our sales teams for efficiency and effectiveness;

however, if our efforts and the changes that we are trying to implement on an ongoing basis are not successful, it could adversely affect our platform adoption and our growth.

however, if our efforts and the changes that we strive to implement on an ongoing basis are not successful, our platform adoption and our growth could be adversely affected.

If we are unable to attract new customers, our business, financial condition, and results of operations will be adversely affected.

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This market may need further education on the value of automation solutions in general and our platform and products in particular, and on how to integrate them into current operations.

A lack of education as to how our automation platform and solutions operate may cause potential customers to prefer more traditional methodologies or their limited, internally-developed automated processes, to be cautious about investing in our platform and products, or to have difficulty integrating our platform and products into their business architecture.

A lack of education as to how our automation platform and solutions operate may cause potential customers to prefer more traditional methodologies or their

limited, internally-developed automated processes, to be cautious about investing in our platform and products, or to have difficulty integrating our platform and products into their business architecture.

If we are unable to educate potential customers and change the market’s readiness to accept our technology, we may experience slower than projected growth and our business, financial condition, and results of operations may be harmed.

In addition, as our market matures, our products evolve, and competitors introduce lower cost or differentiated products that are perceived to be alternatives to our platform and products, our ability to sell licenses for our products could be impaired.

Further, as various forms of AI, including generative and agentic AI, become more widely adopted and acceptable, if customers were to feel that our technology was not developing apace, our business and growth prospects could be harmed.

Further, as various forms of AI, including generative and agentic AI, become more widely adopted and acceptable, if customers believe that our technology is not developing apace, our business and growth prospects could be harmed.

The rapid evolution of AI may require the application of resources to develop, test, and maintain our products and services so that they are ethically designed to minimize unintended, harmful impacts.

Similarly, our license sales could be adversely affected if customers or users within these organizations perceive that features incorporated into competitive products reduce the need for our products, or if they prefer to purchase other products that are bundled with solutions offered by other companies that operate in adjacent markets and compete with our products.

Similarly, sales of our platform and products could be adversely affected if customers or users within these organizations perceive that features incorporated into competitive products reduce the need for our products, or if they prefer to purchase other products that are bundled with solutions offered by other companies that operate in adjacent markets and compete with our products.

As a result of these and other factors, we may be unable to attract new customers, which may have an adverse effect on our business, financial condition, and results of operations.

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Our platform and products provide automation solutions that our customers can integrate throughout their businesses.

Accordingly, we compete with enterprise platform vendors that are acquiring, building, or investing in automation and AI functionality or partnering with automation and AI providers, RPA software providers and adjacent automation and integration platform companies in markets such as low-code, BPM, iPaaS, process mining, IDP, and test automation vendors, among others.

Accordingly, we compete with enterprise platform vendors that are acquiring, building, or investing in automation and AI functionality or partnering with automation and AI providers, RPA software providers and adjacent automation and integration platform companies in markets such as BOAT, low-code, business process management, integration platform as a service, process mining, intelligent document processing, and test automation, among others.

We also compete with companies that provide and support the traditional systems relying on manual tasks and processes that our platform and products are designed to replace, including companies that facilitate outsourcing of such tasks and processes to lower cost workers.

Our customers may also internally develop their own automated solutions to address tasks particular to their business.

The automation market is a fast-growing enterprise software market and is increasingly competitive.

The agentic automation market is a fast-growing enterprise software market and is increasingly competitive.

With the introduction of new technologies and market entrants, we expect that the competitive environment will remain intense going forward.

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Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources and product offerings in our addressable market.

Our competitors may be able to respond more quickly and effectively than we can, to new or changing opportunities, technologies, standards, and customer requirements.

Our competitors may be able to respond more quickly and effectively

than we can, to new or changing opportunities, technologies, standards, and customer requirements.

An existing competitor or new entrant could introduce new technology that reduces demand for our products and platform capabilities.

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Our success and future growth depend largely upon the continued services of our executive officers, particularly Daniel Dines, our CEO , co-founder, and Chairman, as well as our other key employees in the areas of research and development, and sales and marketing.

Additionally, many members of our management team have been with us for a short period of time.

Additionally, some members of our management team have been with us for a short period of time.

From time to time, there have been and may continue to be changes in our executive management team or other key employees resulting from the hiring or the departure of these personnel.

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The loss of one or more of our executive officers, or the failure by our executive team to effectively work with our employees and lead UiPath, could harm our business.

Senior leadership transitions can be difficult to manage and may cause disruptions to our operations.

Such transitions may also increase the likelihood of turnover amongst our employees and result in changes in our business strategy, which may create uncertainty, and negatively impact our ability to execute our business strategy quickly and effectively.

Leadership transitions may also impact our relationships with our customers and other market participants, creating uncertainty among investors, employees, and others concerning our future direction and performance.

Further, we have in the past taken and may in the future take actions to streamline our senior management structure.

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Because of the complexity of our products and platform capabilities, we also are dependent on the continued service of our existing software engineers and our ability to recruit qualified new engineers.

Competition for these personnel is intense, especially for engineers experienced in designing and developing RPA, AI, and ML applications.

Competition for these personnel is intense, especially for engineers experienced in designing and developing AI, ML, and RPA applications.

From time to time, we have experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications.

Potential candidates may not perceive our compensation package, including our equity awards, as favorably as employees hired in the past given the recent volatility in the price of our Class A common stock and in the public markets.

Potential candidates may not perceive our compensation package, including our equity awards, as favorably as employees hired in the past given the historical volatility in the price of our Class A common stock and in the public markets.

In addition, our recruiting personnel, methodology, and approach has needed to be altered and may in the future need to be altered to address a changing candidate pool and profile.

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In addition, prospective and existing employees often consider the value of the equity awards they receive in connection with their employment.

As some of our employees' perception of our equity awards has declined, and may decline from time to time due to the lower price of our Class A common stock, if the Class A common stock continues to experience significant volatility, or volatility increases such that prospective employees believe there is limited upside to the value of our equity awards, it may adversely affect our ability to

recruit and retain key employees.

As some of our employees' perception of our equity awards has declined, and may decline from time to time due to reduced prices of our Class A common stock, if the Class A common stock continues to experience significant volatility, or volatility increases such that prospective employees believe there is limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain key employees.

Further, we believe that our culture has been a key contributor to our success to date and that the critical nature of the technology that we develop promotes a sense of greater purpose and fulfillment in our employees.

We have developed a culture in which our employees adhere to our core tenets of being humble, bold, immersed, and fast.

As our organization grows and evolves, including through restructuring actions, we have experienced and may continue to experience challenges in maintaining our corporate culture.

If we fail to maintain important aspects of

our culture, our ability to recruit and retain key employees may be adversely affected.

If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be harmed.

Changes in our management structure and in senior leadership could affect our business and financial results.

As of February 1, 2024, Robert Enslin (who had served alongside Daniel Dines as our Co-CEO since April 2022) assumed the role of our sole CEO.

Dines assumed the newly-created role of Chief Innovation Officer, and continued to serve as the Executive Chairman of the board of directors.

Effective June 1, 2024, Mr.

Enslin resigned, and Mr.

Dines again assumed the role of sole CEO, which he had held prior to April 2022.

Such senior leadership transitions can be difficult to manage and may cause disruptions to our operations.

This or other leadership transitions may also increase the likelihood of turnover amongst our employees and result in changes in our business strategy, which may create uncertainty, and negatively impact our ability to execute our business strategy quickly and effectively.

Any significant disruption, uncertainty, or change in business strategy could adversely affect our business, financial condition, and operating results.

Finally, our organizational structure is becoming more complex as we continue to scale our operational, financial, and management controls as well as our reporting systems and procedures.

If we fail to manage our anticipated growth, company personnel transitions, and change in a manner that preserves the key aspects of our corporate culture, our employee retention may suffer, which could negatively affect our products, brand, and reputation.

A limited number of customers represent a substantial portion of our revenue and ARR.

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In addition, the financial health of our channel partners and our continuing relationships with them are important to our success.

Some of these channel partners may be unable to withstand adverse changes in economic conditions, which could result in insolvency and/or the inability of such partners to obtain credit to finance purchases of our products and services, which could negatively impact our future financial performance.

Some of these channel partners may be unable to withstand adverse changes in economic conditions, which could result in insolvency or the inability of such partners to obtain credit to finance purchases of our products and services, which could negatively impact our future financial performance.

In addition, weakness in the end-user market could negatively affect the cash flows of our channel partners who could, in turn, delay paying their obligations to us, which would increase our credit risk exposure.

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These strategic alliances may also include non-cancelable commitments we make to these third-party alliance partners whereby we plan to leverage the partner’s products or services in arrangements with third-party customers.

Should we be unable to deploy the partner’s products or services in arrangements with third-party customers, it may materially and adversely impact our revenue, gross margin, profitability, and financial results in any given period.

Further, these strategic alliances are a vector for potential growth and expansion for us and these alliances may not be successful and/or as profitable as we project.

Should we be unable to deploy the partner’s products or services in arrangements with third-party customers, revenue, gross margin, profitability, and financial results in any given period may be materially and adversely impacted.

Further, these strategic alliances are a vector for potential growth and expansion for us and these alliances may not be successful or as profitable as we project.

If we and our channel partners fail to provide sufficient high-quality consulting, training, support, and maintenance resources to enable our customers to realize significant business value from our platform, we may see a decrease in customer adoption of our platform.

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If we are not able to introduce and release new features or services successfully and to make enhancements to our platform or products, particularly with respect to developing AI technologies, our business and results of operations could be adversely affected.

Our ability to attract new customers and increase revenue from existing customers depends in part on our ability to enhance and improve our platform and to introduce new features and services.

Our ability to attract new customers and to retain and increase revenue from existing customers depends in part on our ability to enhance and improve our platform and to introduce new features and services.

To grow our business and remain competitive, we must continue to enhance our platform with features that reflect the constantly evolving nature of automation and AI technology and our customers’ evolving needs.

For instance, with the development of next-generation solutions that utilize new and advanced features, including AI and ML, we may be required to commit significant resources to developing new products, enhancements and developments.

Other companies may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our financial results.

The success of new products, enhancements, and developments depends on several factors including, but not limited to:

our anticipation of market changes and demands for product features, successful product design and timely release of new functionality, sufficient customer

demand, and cost effectiveness of our product development efforts.

Other companies may incorporate AI into their products more quickly or more successfully than us, or AI technology for code generation or application development could reduce demand for our platform, which could impair our ability to compete effectively and adversely affect our financial results.

The success of new products, enhancements, and developments depends on several factors including, but not limited to, our anticipation of market changes and demands for product features, successful product design and timely release of new functionality, sufficient customer demand, and cost effectiveness of our product development efforts.

In addition, because our platform is designed to operate with a variety of third-party systems, applications, data, and devices, we will need to continuously modify and enhance our platform to keep pace with changes in such systems.

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We also offer professional services including consulting and training and must continually adapt to assist our customers in deploying our platform in accordance with their specific automation strategies.

If we cannot introduce new services or enhance our existing services to keep pace with changes in our customers’ deployment strategies, we may not be able to attract new customers, retain existing customers, or expand customers' use of our software or secure renewal contracts, which are important for the future of our business.

If we cannot introduce new services or enhance our existing services to keep pace with changes in our customers’ deployment strategies, we may not be able to attract new customers, retain existing customers, expand customers' use of our software, or secure renewal contracts, which are important for the future of our business.

We are subject to numerous risks associated with the evolving market for products with AI capabilities.

The markets and use cases for products with AI capabilities have been rapidly evolving, are difficult to predict, and may impact demand for our products, our sales cycles, our ability to forecast results from sales of these products, and the preferences of our customers and potential customers.

The significant investments we have made to develop products and software to address what we believe will be increasing demand for AI capabilities may be insufficient, and we face significant hurdles, including whether demand will materialize, whether third-party software providers will develop functionality that allows their software to utilize the AI capabilities of our products, and whether we will be successful in developing, pricing, and packaging products that can compete with offerings by established competitors.

We have in the past invested and may in the future continue to invest in potentially disruptive technologies, through various vehicles such as equity or debt investments, joint ventures, or strategic partnerships.

The significant investments we have made to develop products and software to address increasing demand for AI capabilities may be insufficient, and we face significant hurdles, including whether demand will materialize, whether third-party software providers will develop functionality that allows their software to utilize the AI capabilities of our products, and whether we will be successful in developing, pricing, and packaging products that can compete with offerings by established competitors.

We have in the past invested and may in the future continue to invest in potentially disruptive technologies, through various vehicles such as acquisitions, equity or debt investments, joint ventures, or strategic partnerships.

Such investments may not produce the expected results, may require more financial resources than anticipated, or may otherwise be unsuccessful, and the value of the investments may decline or be impaired, or our business may be adversely impacted.

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rules and regulations, the nature of which cannot be determined at this time.

Several jurisdictions around the globe, including the EU and certain U.S.

states, have already proposed or enacted laws governing the development and use of AI, such as the EU's AI Act.

Several jurisdictions around the globe, including the EU, South Korea, and certain U.S.

states, have already proposed or enacted, or are considering, laws governing the development and use of AI.

We expect other jurisdictions will adopt similar laws.

Further, many countries and states are applying their existing data and consumer protection laws to AI technologies.

The regulatory environment surrounding the impact of the implementation of AI on our products and services may adversely affect our ability to produce and export products, and as a result, may cause harm to our reputation and result in financial liability.

Risks associated with the use of AI (including ML and large language models) in our platforms may result in reputational harm or liability.

AI is enabled by or integrated into parts of our technology platform and may also be used directly or indirectly as part of our internal systems and processes.

Risks associated with our use of AI (including ML and large language models) may result in reputational harm or liability.

AI is enabled by or integrated into parts of our platform and may also be used directly or indirectly as part of our internal systems and processes.

As such, AI remains a significant and growing element of our business and operations.

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AI algorithms and models may be flawed.

Our AI-related efforts, particularly those related to generative and agentic AI, or the datasets that we use in training our systems, subject us to risks related to harmful or illegal content, accuracy, bias, intellectual property infringement or misappropriation,

defamation, data privacy, cybersecurity, sanctions, and export controls, among others.

Third-party AI capabilities that can be integrated with our platform or used in our internal systems and processes, including generative AI, could also produce false or "hallucinatory" inferences about customer data, enterprises, other information, or subject matter.

The use of generative AI processes at scale is relatively new, and may lead to challenges, concerns, and risks that are significant or that we may not be able to predict, especially if our direct or indirect use of these technologies in our products and internal systems and processes were to become more important to us over time.

If the recommendations, forecasts, or analyses that AI applications, including AI agents, assist in producing are deficient or inaccurate, we could be subject to competitive harm or potential legal liability, including under existing and future legislation or regulations, including in the U.S.

The rapid evolution of AI may also require us to expend additional resources to help ensure that AI is implemented appropriately in order to minimize unintended or harmful impact which may adversely affect our business, financial condition, and results of operations.

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In addition, we have developed internal responsible AI guidelines.

However, we have no assurance that these tools or guidelines, nor their implementation, will be sufficient to protect us against evolving AI-related risks.

However, we have no assurance that these tools or guidelines, nor their implementation, will be

sufficient to protect us against evolving AI-related risks.

As a result, if we face any claims or litigation relating to our use of AI, including its purported or real impact to human rights, data privacy, employment, or other societal issues, we may experience brand or reputational harm, as well as regulatory or legal scrutiny, which could have a material adverse effect on our operations and business outlook.

We offer free trials and a free tier of our platform to drive awareness of our products, and encourage use and adoption.

If these marketing strategies fail to lead to customers purchasing paid licenses, our ability to grow our revenue will be adversely affected.

To encourage awareness, use, and adoption of our platform and products, we offer a community edition and enterprise trial version of our software, each of which provides free, online access to certain of our products.

This “try-before-you-buy” strategy may not be successful in driving developer education regarding or leading customers to purchase our products.

Many users of our free tier may not lead to others within their organization purchasing and deploying our platform and products.

To the extent that users do not become, or we are unable to successfully attract, paying customers, we will not realize the intended benefits of these marketing strategies and our ability to grow our revenue will be adversely affected.

We target enterprise customers, and sales to these customers involve risks that may not be present or that are present to a lesser extent with sales to smaller entities.

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We cannot guarantee that these user-developed automations will be effective or that they do not include errors, failures, or bugs that then may be attributed, correctly or not, to our underlying technologies.

For instance, our customers may use our products in a manner in which they were not intended and that could cause our platform or products to be implicated in any resulting errors or failures.

For instance, our customers may use our products in a manner in which they were not intended to be used and that could cause our platform or products to be implicated in any resulting errors or failures.

Real or perceived errors, failures, or bugs in our platform and products could result in negative publicity, loss of or delay in market acceptance of our platform and products, regulatory investigations and enforcement actions, harm to our brand, weakening of our competitive position, claims by customers for losses sustained by them, or failure to meet the stated service level commitments in our customer agreements.

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Our cloud-based products depend on virtual cloud infrastructure hosted by third-party hosting services.

UiPath protects these services by maintaining the configuration, architecture, features, and

interconnection specifications, as well as the information stored in these virtual data centers, which is transmitted by third-party internet service providers.

UiPath protects these services by maintaining the configuration, architecture, features, and interconnection specifications, as well as the information stored in these virtual data centers, which is transmitted by third-party internet service providers.

Any disruption as a result of cyberattacks or similar issues, or any limitation on the capacity of our third-party hosting services, could impede our ability to onboard new customers or expand the usage of our existing customers, or otherwise adversely affect our business, which could adversely affect our financial condition and results of operations.

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We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the third-party hosting services we use.

In the event that our service agreements with our third-party hosting services are terminated, or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity, or damage to such facilities, we could experience interruptions in access to our cloud-based products as well as significant delays and additional expense in arranging or creating new facilities and services, and/or re-architecting our cloud-based products for deployment on a different cloud infrastructure service provider, which could adversely affect our business, financial condition, and results of operations.

Delays or difficulties associated with the design, implementation, or post-implementation use of our new enterprise resource planning system could adversely impact our business, financial condition, and results of operations.

We rely on information systems, particularly ERP technology, to manage our business, summarize our operating and financial results, and provide timely information to our management.

We are currently engaged in a multi-year implementation of a new ERP system.

This implementation is a complex project with broad scope, in which we have invested and will continue to invest significant financial and human capital.

Despite our efforts, we may experience delays, unexpected costs, or other difficulties as the implementation process continues.

Further, although we plan to run our existing technology in parallel with the new ERP system for a period of time and to conduct extensive testing to ensure that the new ERP system is operating as intended, post-implementation disruptions to or difficulties in use of the new ERP could require us to incur additional costs, or could impair, among other things, our ability to record sales, process transactions, collect receivables, and produce timely and accurate historical and forecasted financial information, which could adversely impact our business, financial condition, and results of operations.

Additionally, if the new ERP system does not ultimately operate as intended, the effectiveness of our internal control over financial reporting could be harmed.

Seasonality may cause fluctuations in our sales and results of operations.

Historically, we have experienced seasonality in new and renewal customer bookings, as typically we enter into a higher percentage of license agreements with new customers and renewals with existing customers in the fourth quarter of our fiscal year.

We believe that this seasonality results from the procurement, budgeting, and deployment cycles of many of our customers, particularly our enterprise customers.

While we believe that this seasonality has affected and will continue to affect our quarterly or annual results, we expect that this seasonality will become more pronounced as we continue to target larger enterprise customers and as our rapid growth begins to slow.

Seasonal fluctuations in our sales means that our revenue may not be consistent from period to period.

Accordingly, our quarterly or annual results should not be expected to be predictive of any future period.

In the event that our service agreements with our third-party hosting services are terminated, or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity, or damage to such facilities, we could experience interruptions in access to our cloud-based products as well as significant delays and additional expense in arranging or creating new facilities and services or re-architecting our cloud-based products for deployment on a different cloud infrastructure service provider, which could adversely affect our business, financial condition, and results of operations.

Delays or difficulties associated with the design, implementation, or post-implementation use of information systems could adversely impact our business, financial condition, and results of operations.

We rely on information systems to manage our business, summarize our operating and financial results, and provide timely information to our management.

For example, during fiscal year 2026, we completed a multi-year implementation of a new enterprise resource planning (ERP) system, a complex project with broad scope in which we invested significant financial and human capital.

When implementing information systems, we may experience delays, unexpected costs, or other difficulties.

Further, although we may run our existing technology in parallel with new technology for a period of time and although we conduct extensive testing to ensure that a new system is operating as intended, we may encounter post-implementation disruptions to, or difficulties in use of, new information systems that could require us to incur additional costs, or could impair, among other things, our ability to record sales, process transactions, collect receivables, and produce timely and accurate historical and forecasted financial information, which could adversely impact our business, financial condition, and results of operations.

Our key performance metric, ARR, and certain other operational data in this report are subject to assumptions and limitations and may not provide an accurate indication of our future or expected results.

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We may require additional capital to support the growth of our business, and this capital may not be available on acceptable terms, if at all.

We have funded our operations since inception primarily through customer payments and net proceeds from sales of equity securities.

We have funded our operations initially through net proceeds from sales of equity securities and more recently primarily through customer collections.

We cannot be certain whether our operations will consistently generate sufficient cash to fully fund our ongoing operations, our planned investments, or the growth of our business.

Following our IPO, we focused on growing our business to take advantage of our market opportunities.

While growth remains important, we are also focused on the path to profitability.

While growth remains important, we are also focused on sustaining profitability.

Any future investments we make to drive growth may require us to engage in equity or debt financings to secure additional funds.

Financing may not be available on terms favorable to us, if at all.

The effects of the disruptions to and volatility in the credit and financial markets in the U.S.

The effects of disruptions to and volatility of the credit and financial markets in the U.S.

and worldwide from geopolitical and macroeconomic events could limit our access to financing and increase our costs of borrowing.

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Furthermore, if we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our Class A common stock.

Because our decision to issue securities in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities.

Because a decision to issue securities in the future would depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities.

As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of our Class A common stock and diluting their interests.

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We believe that maintenance and enhancement of UiPath brand is important to support the marketing and sale of our existing and future products to new customers and expand sales of our platform and products to existing customers.

We also believe that the importance of brand recognition will increase as competition in our market increases.

We also believe that the importance of brand recognition will increase as competition in our market continues to increase.

Successful maintenance and enhancement of our brand will depend largely on the effectiveness of our marketing efforts, our ability to provide reliable products that continue to meet the needs of our customers at competitive prices, our ability to maintain our customers’ trust, our ability to show that our products improve efficiency for our customers while improving engagement and satisfaction of their employees, our ability to continue to develop new functionality and use cases, our ability to successfully differentiate our products and platform capabilities from competitive products, and our ability to adequately obtain and protect our trademarks and trade names.

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Additionally, we may not be able to protect all of our registered or unregistered trademarks or trade names relevant to our brand, and our rights may be challenged, infringed, circumvented, declared generic, lapsed, or determined to be infringing on or dilutive of other marks.

If we are unable to protect our rights in these trademarks and trade names, third parties may file for registration of trademarks similar or identical to our trademarks, thereby

impeding our ability to build brand identity and possibly leading to market confusion.

If we are unable to protect our rights in these trademarks and trade names, third parties may file for registration of trademarks similar or identical to our trademarks, thereby impeding our ability to build brand identity and possibly leading to market confusion.

If we fail to successfully promote and maintain our brand, our business, financial condition, and results of operations may suffer.

If we cannot maintain our corporate culture as we grow, our success and our business and competitive position may be harmed.

We believe our culture has been a key contributor to our success to date and that the critical nature of the technology that we develop promotes a sense of greater purpose and fulfillment in our employees.

We have developed a culture in which our employees adhere to our core tenets of being humble, bold, immersed, and fast.

As we continue to hire more employees to keep pace with our growth, it may become more difficult for us to find employees that exhibit these values or to instill them in our new employees.

Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and our ability to effectively focus on and pursue our corporate objectives.

As we grow and develop our corporate infrastructure, we may find it difficult to maintain these important aspects of our culture.

If we fail to maintain our company culture, our business and competitive position may be harmed.

Indemnity provisions in various agreements to which we are party potentially expose us to substantial liability for infringement, misappropriation, or other violation of intellectual property rights, data protection, and other losses.

Indemnity provisions in various agreements to which we are a party potentially expose us to substantial liability for infringement, misappropriation, or other violation of intellectual property rights, data protection, and other losses.

Our agreements with our customers and other third parties may include indemnification provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of infringement, misappropriation, or other violation of intellectual property rights, data protection, damages caused by us to property or persons, or other liabilities relating to or arising from our software, services, or platform, our acts or omissions under such agreements, or other contractual obligations.

Some of these indemnity agreements provide for uncapped liability and some indemnity provisions survive termination or expiration of the applicable agreement.

Large indemnity payments could harm our business, financial condition, and results of operations.

Although we attempt to contractually limit our liability with respect to such indemnity obligations, we are not always successful and may still incur substantial liability related to them, and we may be required to cease use of certain functions of our platform or products as a result of any such claims.

Although we attempt to contractually limit our liability with respect to such indemnity obligations, we are not always successful, and some of these indemnity provisions provide for uncapped liability and some survive termination or expiration of the applicable agreement.

As such, we may still incur substantial liability related to such obligations, and we may be required to cease use of certain functions of our platform or products as a result of any such claims.

Any dispute with a customer or other third-party with respect to such obligations could have adverse effects on our relationship with such customer or other third-party and other existing or prospective customers, reduce demand for our products and services, and adversely affect our business, financial condition, and results of operations.

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As part of our business strategy, we continually evaluate opportunities to acquire or invest in businesses, products, or technologies that we believe could complement or expand our products and solutions, enhance our technical capabilities, or otherwise offer growth opportunities.

For example, in July 2022, we acquired Re:infer, an NLP company for unstructured documents and communications.

In March 2025, we acquired Peak AI Limited, a U.K.-based software company offering an AI platform that provides pricing and inventory intelligence to customers in manufacturing and retail.

In the future, we may be unable to identify suitable acquisition candidates and, even if we do, we may not be able to complete desired acquisitions on favorable terms, if at all.

For example, in March 2025, we acquired Peak, a U.K.-based software company offering an AI platform that provides pricing and inventory intelligence to customers in manufacturing and retail, and in February 2026, we acquired WorkFusion, Inc., a U.S.-based software company specializing in AI agents for financial crimes compliance.

In the future, we may be unable to identify suitable acquisition candidates and, even if we do, we may not be able to complete desired acquisitions on favorable terms,

If we are unable to complete acquisitions, we may not be able to strengthen our competitive position or achieve our goals.

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• cause other unforeseen operating difficulties and expenditures.

Moreover, to pay for an acquisition or investment, we would have to use cash, incur debt and/or issue equity securities, each of which may affect our financial condition or the value of our Class A common stock and (in the case of equity financing) could result in dilution to our stockholders.

Moreover, to pay for an acquisition or investment, we would use cash, incur debt, or issue equity securities, each of which may affect our financial condition or the value of our Class A common stock and (in the case of equity financing) could result in dilution to our stockholders.

In addition, a failure to successfully integrate the operations, personnel, or technologies of an acquired business could impact our ability to realize the full benefits of such an acquisition.

Our limited experience acquiring companies increases these risks.

If we are unable to achieve the anticipated strategic benefits of an acquisition, or if the integration, or the anticipated financial and strategic benefits, including any anticipated cost savings, revenue opportunities, or operational synergies, of such an acquisition are not realized as rapidly as or to the extent anticipated by us, our business, financial condition, and results of operations, could suffer.

Our aspirations and disclosures related to ESG matters expose us to risks that could adversely affect our reputation and performance.

We have issued baseline ESG impact reports, and are in the process of determining emissions baselines and plan to set corporate goals.

Our reports and statements reflect our current plans and aspirations and are not guarantees that we will be able to achieve them.

Our failure to accomplish or accurately track and report on these goals on a timely basis, or at all, could adversely affect our reputation, financial performance, and growth, and expose us to increased scrutiny from the investment community as well as enforcement authorities.

Our practices and disclosures related to ESG matters expose us to risks that could adversely affect our reputation and performance.

Our ESG reports and statements reflect our current plans and goals and are not guarantees that we will be able to achieve them.

Our failure to accomplish or accurately track and report on ESG goals on a timely basis, or at all, could adversely affect our reputation, financial performance, and growth, and expose us to increased scrutiny from the investment community as well as enforcement authorities.

Standards for tracking and reporting ESG (including sustainability, climate, and human capital) matters continue to evolve.

Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.

New legal and regulatory ESG requirements and disclosures in the U.S., the EU, and elsewhere may lead to compliance risks and costs, may heighten scrutiny of our ESG practices, and may require us to change our current practices.

Additionally, our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.

This may result in a lack of consistent comparative data from period to period or between UiPath and other companies in the same industry.

In addition, our processes and controls may not comply with evolving standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by the SEC, state regulations, and other global regulatory requirements to which we may be subject, including SEC climate-related disclosure requirements and the EU's Corporate Sustainability Reporting Directive;

Further, our processes and controls may not comply with evolving standards for identifying, measuring, and reporting ESG metrics;

such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.

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From time to time, we have undertaken and may continue to undertake internal restructuring activities in an effort to better align our resources with our business strategy.

For example, we initiated a restructuring plan in July 2024.

This follows an earlier restructuring plan we initiated in fiscal year 2023 that was completed during the second quarter of fiscal year 2024.

For example, we initiated a restructuring plan in July 2024 that was completed during the second quarter of fiscal year 2026.

This follows an earlier restructuring plan we

initiated in fiscal year 2023 that was completed during the second quarter of fiscal year 2024.

We incur substantial costs to implement restructuring plans, and our restructuring activities may subject us to reputational risks and litigation risks and expenses.

There can be no assurance that any restructuring activities that we have undertaken or undertake in the future will achieve the cost savings, operating efficiencies, or other benefits that we may initially expect.

There can be no assurance that any restructuring activities that we have undertaken or may undertake in the future will achieve the cost savings, operating efficiencies, or other benefits that we may initially expect.

In addition, restructuring activities may result in loss of institutional knowledge and expertise, attrition beyond our intended reduction in force, or a negative impact on employee morale and productivity or our ability to attract highly skilled employees.

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The CCPA provides for statutory fines and allows private litigants affected by certain data breaches to recover significant statutory damages.

Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future.

These developments further complicate our compliance efforts, and increase legal risk and compliance costs for us, the third parties upon whom do business, and our customers.

Similar laws are being

considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future.

These developments further complicate our compliance efforts, and increase legal risk and compliance costs for us, the third parties with whom we do business, and our customers.

Additionally, under various privacy laws and other obligations, we are required to obtain certain consents to process personal data.

For example, some of our data processing practices may be challenged under wiretapping laws, if we obtain consumer information from third parties through various methods, including chatbot and session replay providers, or via third-party marketing pixels.

For example, some of our data processing practices may be challenged under wiretapping laws if we obtain consumer information from third parties through various methods, including chatbot and session replay providers, cookies, and via third-party pixels.

These practices are subject to increased challenges by class action plaintiffs.

Our inability or failure to obtain consent for these practices could result in adverse consequences, including class action litigation and mass arbitration demands.

In the EEA , the Collective Redress Directive

(effective June 2023) will allow collective actions to be brought by a representative body against businesses if they breach legislation intended to protect EU consumers, including for data protection matters.

In the EEA , the Collective Redress Directive (effective June 2023) allows collective actions to be brought by a representative body against businesses if they breach legislation intended to protect EU consumers, including for data protection matters.

Outside the U.S., an increasing number of laws, regulations, and industry standards apply to data privacy and security.

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GDPR (collectively, "GDPR"), Brazil’s LGPD , India's Digital Personal Data Protection Act, and China’s PIPL impose strict requirements for processing personal data.

Violations may result in temporary or definitive bans on data processing, material fines, or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized by law to represent their interest.

We may have to change our business practices to comply with such obligations.

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The LGPD broadly regulates processing personal data of individuals in Brazil and imposes compliance obligations and penalties comparable to those of the EU GDPR.

We also target customers in Asia, have operations Asia including in Japan, Singapore, India, and Hong Kong, and are subject to new and emerging data privacy regimes including China’s PIPL, Japan’s Act on the Protection of Personal Information, and Singapore’s Personal Data Protection Act.

We also target customers and have operations in Asia and are subject to new and emerging data privacy regimes including China’s PIPL, Japan’s Act on the Protection of Personal Information, and Singapore’s Personal Data Protection Act.

We are also subject to the EU DSA , which requires us to further change our products, policies, and procedures.

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Our use of this technology could result in additional compliance costs, regulatory investigations and actions, and lawsuits.

We also use AI/ML to assist us in making certain decisions, which is regulated by certain privacy laws.

For example, certain privacy laws extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision-making, which may be incompatible with our use of AI/ML.

These obligations may make it harder for us to conduct our business using AI/ML, lead to regulatory fines or penalties, require us to change our business practices, retrain our AI/ML, or prevent, or limit our use of AI/ML.

Furthermore, the FTC has required other companies to turn over (or disgorge) valuable insights or trainings generated through the use of AI/ML, where the FTC alleges those companies have violated privacy and consumer protection laws.

If we cannot use AI/ML, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

We also use AI and ML to assist us in making certain decisions, which is regulated by certain privacy laws.

These obligations may make it harder for us to conduct our business using AI and ML, lead to regulatory fines or penalties, require us to change our business practices, retrain our AI and ML, or prevent, or limit our use of AI and ML.

Furthermore, the FTC has required other companies to turn over (or disgorge) valuable insights or trainings generated through the use of AI and ML, where the FTC alleges those companies have violated privacy and consumer protection laws.

If we cannot use AI and ML, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

Furthermore, in the EU, the EU AI Act, which has extraterritorial scope, imposes onerous obligations for providers and deployers of AI-related systems.

Certain jurisdictions have enacted data localization laws and cross-border personal data transfer laws, which could make it more difficult to transfer information across jurisdictions (such as transferring or receiving personal data that originates in the EU or in other foreign jurisdictions).

Existing mechanisms that facilitate cross-border personal data transfers may change or be invalidated.

Certain jurisdictions have enacted data localization laws and cross-border personal data transfer laws, which could make it more difficult to transfer information across jurisdictions (such as transferring or receiving data that originates in the EU or in other foreign jurisdictions).

For example, the EU Data Act imposes service switching obligations, requires vendors to assist with data portability to facilitate switching, and imposes requirements related to the cross-border transfer of non-personal data.

We may incur substantial costs to comply with the EU Data Act, as well as become subject to substantial fines or civil litigation in the case of noncompliance.

Further, existing mechanisms that facilitate cross-border personal data transfers may change or be invalidated.

For example, absent appropriate safeguards or other circumstances, the EU GDPR generally restricts the transfer of personal data to countries outside of the EEA that the European Commission does not consider to provide an adequate level of data privacy and security, such as the U.S.

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Currently, these SCCs are a valid mechanism to transfer personal data outside of the EEA, but there exists some uncertainty regarding whether the SCCs will remain a valid mechanism.

Additionally, the SCCs impose additional compliance burdens, such as conducting transfer impact assessments to determine whether additional security measures are necessary to protect the at-issue personal data.

Additionally, the SCCs impose additional compliance burdens,

such as conducting transfer impact assessments to determine whether additional security measures are necessary to protect the at-issue personal data.

In addition, Switzerland and the U.K.

similarly restrict personal data transfers outside of those jurisdictions to countries such as the U.S.

that do not provide an adequate level of personal data protection, and certain countries outside Europe (e.g.

that they have determined do not provide an adequate level of personal data protection, and certain countries outside Europe (e.g.

Brazil, China, Russia) have also passed or are considering laws requiring local data residency, or otherwise impeding the transfer of personal data across borders, any of which could increase the cost and complexity of doing business.

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The inability to import personal data to the U.S.

could significantly and negatively impact our business operations, including by limiting our ability to collaborate with parties that are subject to such cross-border data transfer or localization laws, by or requiring us to increase our personal data processing capabilities and infrastructure in foreign jurisdictions at significant expense.

could significantly and negatively impact our business operations, including by limiting our ability to collaborate with parties that are subject to such cross-border data transfer or localization laws, or by requiring us to increase our personal data processing capabilities and infrastructure in foreign jurisdictions at significant expense.

Additionally, companies that transfer personal data out of the EEA and U.K.

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Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of the EEA for allegedly violating the GDPR's cross-border data transfer limitations.

Regulators in the United States such as the Department of Justice are also increasingly scrutinizing certain personal data transfers and have proposed and may enact certain data export restrictions and localization requirements, for example, the Preventing Access to U.S.

Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons rule finalized by the Department of Justice in late 2024, enacting the Biden Administration’s executive order Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern, which is due to go into effect April 8, 2025.

For example, the Preventing Access to U.S.

Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons, which places additional restrictions on certain data transactions involving countries of concern (e.g., China, Russia, Iran) and covered individuals (i.e., individuals and entities who are designated as such by the U.S.

Attorney General or considered "foreign persons" and are majority owned by, organized under the laws of, a primary resident in, or a contractor of, a covered person or country or concern, as applicable) that may impact certain business activities such as vendor engagements, employment of certain individuals, and investor agreements.

Violation of the rule could lead to significant civil and criminal fines and penalties.

In addition to data privacy and security laws, we are contractually subject to industry standards adopted by industry groups, and we may become subject to additional such obligations in the future.

Our obligations related to data privacy and security (and consumers' data privacy expectations) are quickly changing, becoming increasingly stringent, and creating uncertainty.

Our obligations related to data privacy and security, as well as consumers' data privacy expectations, are quickly changing, becoming increasingly stringent, and creating uncertainty.

Our business model materially depends on our ability to process personal data, so we are particularly exposed to the risks associated with the rapidly changing legal landscape.

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For example, any failure by a third-party processor to comply with applicable laws, regulations, or contractual obligations could result in adverse effects, including inability to or interruption in our ability to operate our business and proceedings against us by governmental entities or others.

If we or the third parties upon whom we do business fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences, including, but not limited to:

If we or the third parties with whom we do business fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences, including, but not limited to:

government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar);

litigation including class action claims and mass arbitration demands;

additional reporting requirements and/or oversight;

additional reporting requirements and oversight;

temporary or permanent bans on processing personal data;

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and imprisonment of company officials.

In particular, plaintiffs have become increasingly more active in bringing privacy-related claims against companies, including class action claims and mass arbitration demands.

In particular, plaintiffs have become increasingly more active in bringing privacy-

related claims against companies, including class action claims and mass arbitration demands.

Some of these claims allow for the recovery of statutory damages on a per violation basis, and if viable, carry the potential for monumental statutory damages, depending on the volume of data and the number of violations.

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or substantial changes to our business model or operations.

Additionally, we publish privacy policies, marketing materials and other statements, such statements regarding our compliance with certain certifications or self-regulatory principles, regarding data privacy and security.

Regulators are increasingly scrutinizing these statements, and if these policies, material, or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences.

Additionally, we publish privacy policies, marketing materials and other statements, such as statements regarding our compliance with certain certifications or self-regulatory principles, regarding data privacy and security.

Regulators are increasingly scrutinizing these statements, and if these policies, materials, or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences.

Although we endeavor to comply with our privacy policies and other data protection obligations, we may at times fail to do so or may be perceived to have failed to do so.

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Cyberattacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems and those of the third parties with whom we do business.

Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer "hackers", threat actors, "hacktivists", organized criminal threat actors, personnel (such as employee theft or misuse), and sophisticated nation-state and nation-state supported actors.

Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer hackers, threat actors, "hacktivists," organized criminal threat actors, personnel (in cases of employee theft or misuse), and sophisticated nation-state and nation-state supported actors.

Some actors now engage and are expected to continue to engage in cyberattacks, including without limitation, nation-state actors for geopolitical reasons, in conjunction with military conflicts and defense activities.

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These include but are not limited to:

social-engineering attacks (including through deepfakes, which are difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing attacks, credential harvesting, personnel misconduct or error, ransomware attacks, supply chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, attacks enhanced or facilitated by AI, and other similar threats.

In particular, severe ransomware attacks have become increasingly prevalent and can lead to significant interruptions in our operations, ability to provide our products or services, loss of sensitive data, loss of income, reputational harm, and diversion of resources.

Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

social-engineering attacks including through deepfakes, which are difficult to identify as fake, and phishing attacks;

malicious code such as viruses and worms;

malware including as a result of advanced persistent threat intrusions;

denial-of-service attacks;

credential stuffing attacks;

credential harvesting, personnel misconduct or error;

ransomware attacks;

supply chain attacks;

software bugs;

server malfunctions;

software or hardware failures;

loss of data or other information technology assets;

telecommunications failures;

attacks enhanced or facilitated by AI;

and other similar threats.

In particular, severe ransomware attacks

have become increasingly prevalent and can lead to significant interruptions in our operations, ability to provide our products or services, loss of sensitive data, loss of income, reputational harm, and diversion of resources.

Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments, for example as a result of applicable laws or regulations prohibiting such payments.

It may be difficult and costly to detect, investigate, mitigate, contain, and remediate a security incident.

Our efforts to do so may not be successful.

Actions taken by us or the third parties with whom we do business to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business.

Threat actors may also gain access to other networks and systems after a compromise of our networks and systems.

For example, threat actors may use an initial compromise of one part of our environment to gain access to other parts of our environment, or leverage a compromise of our networks or systems to gain access to the networks or systems of third parties with whom we do business, such as through phishing or supply chain attacks.

We are incorporated into the supply chain of a large number of companies worldwide and, as a result, if our solutions are compromised, a significant number or, in some instances, all of our customers, and their data could be simultaneously affected.

The potential liability and associated consequences we could suffer as a result of such a large-scale event could be catastrophic and result in irreparable harm.

In addition, remote work has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers, and devices outside of our premises or network, including working at home, while in transit, and in public locations.

In addition, remote work has increased risks to our information technology systems and data, as many of our employees utilize network connections, computers, and devices outside of our premises or network, while working at home, in transit, and in public locations.

Future or past business transactions, such as acquisitions or integrations, could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities' systems and technologies.

Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

cloud-based infrastructure, encryption and authentication technology, employee email, content delivery to customers, and other functions.

We rely on third-party service providers, sub-processors, and technologies to operate critical business systems to process sensitive information in a variety of contexts, including without limitation, third-party providers of cloud-based infrastructure, LLMs, encryption and authentication technology, employee email, content delivery to customers, and other functions.

Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place.

We share and receive sensitive information with and from third parties.

We share sensitive information with and receive sensitive information from third parties.

If our third-party service providers experience a security incident or other interruption, we could experience adverse consequences.

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While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective.

We take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties with whom we do business).

We take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems, such as our hardware and software and the hardware and software of third parties with whom we do business.

We have not detected and in the future may not detect and remediate all such vulnerabilities including on a timely basis.

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Certain data privacy and security obligations may require us to implement and maintain specific security measures or industry-standard or reasonable security measures to protect our information technology systems and sensitive information.

Applicable data privacy and security obligations may require us to notify relevant stakeholders, including affected individuals, customers, regulators, and investors, of security incidents.

Applicable data privacy and security obligations may require us, or we may voluntarily choose, to notify relevant stakeholders, including affected individuals, customers, regulators, and investors, of security

Such disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences.

If we or a third-party with whom we do business experience a security incident, or are perceived to have experienced a security incident, we may experience material adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections);

additional reporting requirements and/or oversight;

additional reporting requirements and oversight;

restrictions on processing sensitive information (including personal data);

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Further, sensitive information belonging to us or our customers could be leaked, disclosed, or revealed as a result of, or in connection with, our employees', personnel's, or vendors' use of generative AI technologies.

Any sensitive information (including confidential, competitive, proprietary, or personal data) that we input into a third-party generative AI/ML

model could be leaked or disclosed to others, including if sensitive information is used to train the third party's AI/ML model.

Additionally, where an AI/ML model ingests personal data and makes connections using such data, those technologies may reveal other personal or sensitive information generated by the model.

Any sensitive information (including confidential, competitive, proprietary, or personal data) that we input into a third-party generative AI or ML model could be leaked or disclosed to others, including if sensitive information is used to train the third party's AI or ML model.

Additionally, when AI technologies ingest personal data and make connections using such data, those technologies may reveal other personal or sensitive information generated by the models.

We face unique threats and vulnerabilities as a SaaS company, including, but not limited to, adverse consequences resulting from any vulnerabilities in our platform and products and customer misuse of our platform and products.

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These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation.

We could be required to fundamentally change our business activities and practices or modify our products and/or platform capabilities in response to such litigation, which could have an adverse effect on our business.

We could be required to fundamentally change our business activities and practices or modify our products and platform capabilities in response to such litigation, which could have an adverse effect on our business.

If a security breach were to occur and the confidentiality, integrity, or availability of personal data or sensitive information was disrupted, we could incur significant liability or our platform, systems, or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation.

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Additionally, many anti-bribery and anti-corruption laws, including the FCPA, have long-arm statutes that can expand the applicability of these laws to our operations worldwide.

Accordingly, we must incur significant operational costs to support our ongoing compliance with anti-bribery and anti-corruption laws at all levels of our business.

Accordingly, we incur significant operational costs to support our ongoing compliance with anti-bribery and anti-corruption laws at all levels of our business.

If we fail to comply with these laws we may be subject to significant penalties.

Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.

As we increase our international sales and business and sales to the public sector, we may engage with business partners and third-party intermediaries to market our products and to obtain necessary permits, licenses, and other regulatory approvals.

Anti-corruption and anti-bribery laws are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.

In connection with our international sales and business and sales to the public sector, we may engage with business partners and third-party intermediaries to market our products and to obtain necessary permits, licenses, and other regulatory approvals.

In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities.

We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.

While we have policies and procedures to address compliance with such laws, we cannot provide assurance that all of our employees and agents will not take actions in violation of our policies and applicable law for which we may be ultimately held responsible.

As we increase our international sales and business, our risks under these laws may increase.

While we have policies and procedures to address compliance with such laws, we cannot provide assurance that all of our employees, agents, or other third parties will not take actions in violation of our policies and applicable law for which we may be ultimately held responsible.

Our risks under these laws may be exacerbated as a result of our international sales and business.

Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from senior management.

In addition, noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateral consequences.

If any subpoenas or investigations are launched or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our business, financial condition, and results of operations could be harmed.

In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

If any subpoenas or investigations are launched or governmental or other sanctions are imposed, or if we do not prevail in any civil or criminal proceeding that may arise, our business, financial condition, and results of operations could be harmed.

In addition, responding to any action will likely result in a diversion of management’s attention and resources and significant defense costs and other professional fees.

Sales to government entities and highly regulated organizations are subject to a number of challenges and risks.

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These current and prospective customers may also be required to comply with stringent regulations in connection with purchasing and implementing our platform and products, or particular regulations regarding third-party vendors that may be interpreted differently by different customers.

In addition, regulatory agencies may impose requirements on third-party vendors generally, or our company in particular, that we may not be able to or may not choose to meet.

In addition, regulatory agencies may impose requirements on third-party vendors generally, or our company in particular, that we may not be able to meet or may not choose to meet.

In addition, government customers and customers in these highly regulated industries often have a right to conduct audits of our systems, products, and practices.

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Bribery Act, and other similar statutory requirements prohibiting bribery and corruption in the jurisdictions in which we operate.

Such entities may have statutory, contractual, or other legal rights to terminate contracts with us or our partners for convenience or for other reasons.

Additionally, governmental and highly regulated entities may have statutory, contractual, or other legal rights to terminate contracts with us or our partners for convenience or for other reasons.

Any such termination may adversely affect our ability to contract with other government customers as well as our reputation, business, financial condition, and results of operations.

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Accordingly, we must incur significant operational costs to support our ongoing compliance with Trade Controls at all levels of our business.

Also, various countries in addition to the U.S.

have enacted Trade Controls that could limit our ability to distribute our platform and products, or could limit our customers’ ability to implement our platform and products in those countries.

Also, the U.S., the EU, and other jurisdictions have enacted Trade Controls that could limit our ability to distribute our platform and products, or could limit our customers’ ability to implement our platform and products in those countries.

Changes in our platform or products or future changes in Trade Controls may create delays in the introduction of our platform and products in international markets or, in some cases, prevent the export or import of our platform and products to certain countries, governments, or persons altogether.

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We rely on a combination of trademarks, trade secret laws, patents, copyrights, service marks, contractual restrictions, and other intellectual property laws and confidentiality procedures to establish and protect our proprietary rights.

However, the steps we take to obtain, maintain, protect, and enforce our intellectual property rights may be inadequate.

However, the steps we

take to obtain, maintain, protect, and enforce our intellectual property rights may be inadequate.

We may not be able to protect our intellectual property rights if, for example, we are unable to enforce our rights against infringement or misappropriation, or if we do not detect unauthorized use of our intellectual property rights.

In addition, because a significant portion of our intellectual property and related activities are concentrated in a limited number of jurisdictions, geopolitical and macroeconomic events impacting such jurisdictions could materially impair our ability to access, use, develop, license, transfer, or otherwise realize the value of our intellectual property.

If we fail to protect our intellectual property rights adequately, our competitors may gain access to our proprietary technology and develop and commercialize substantially identical products, services, or technologies, and our business, financial condition, results of operations, or growth prospects may be harmed.

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In addition, any patents issued from pending or future patent applications or licensed to us in the future may not be sufficiently broad to protect our proprietary technologies, may not provide us with competitive advantages, or may be successfully challenged by third parties.

Patent and Trademark Office and various foreign governmental patent and trademark agencies also require compliance with a number of procedural, documentary, fee payment, and other similar provisions during the patent and trademark application process and after a patent or trademark registration has issued.

There are situations in which noncompliance can result in abandonment or lapse of the patent, patent application, or trademark filing, resulting in partial or complete loss of patent or trademark rights in the relevant jurisdiction.

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Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain.

Despite our precautions, it may be possible for unauthorized third parties to copy our

brands, products, and platform capabilities, and use information that we regard as proprietary to create brands and products that compete with ours.

Despite our precautions, it may be possible for unauthorized third parties to copy our brands, products, and platform capabilities, and use information that we regard as proprietary to create brands and products that compete with ours.

Effective patent, trademark, copyright, and trade secret protection may not be available to us or commercially feasible in every country in which our products are available.

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We may be unable to successfully resolve these types of conflicts to our satisfaction.

In some cases, as noted below, litigation or other actions may be necessary to protect or enforce our trademarks, patents, and other intellectual property rights against infringement or misappropriation.

As we expand our international activities, our exposure to unauthorized copying and use of our products and platform capabilities and proprietary information will likely increase.

In some cases, litigation or other actions may be necessary to protect or enforce our trademarks, patents, and other intellectual property rights against infringement or misappropriation.

In connection with our international activities, our exposure to unauthorized copying and use of our products and platform capabilities and proprietary information may be increased.

Moreover, policing unauthorized use of our technologies, trade secrets, and intellectual property may be difficult, expensive, and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the U.S.

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However, we may not be aware that our products or services are infringing, misappropriating, or otherwise violating third-party intellectual property rights, and such third parties may bring claims alleging such infringement, misappropriation, or violation.

As one example, there may be issued patents of which we are not aware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future technologies or products.

For example, there may be issued patents of which we are not aware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future technologies or products.

There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future technologies or products.

Because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our current or future technologies or products.

Because patent applications can take years to issue and are often afforded confidentiality

for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our current or future technologies or products.

Lawsuits can be time-consuming and expensive to resolve and can divert management’s time and attention.

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The strength of our defenses may depend on the patents asserted, the interpretation of these patents, or our ability to invalidate the asserted patents.

However, we could be unsuccessful in advancing non-infringement and/or invalidity arguments in our defense.

However, we could be unsuccessful in advancing non-infringement or invalidity arguments in our defense.

In the U.S., issued patents enjoy a presumption of validity, and the party challenging the validity of a patent claim must present clear and convincing evidence of invalidity, which is a high burden of proof.

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Although we carry general liability and intellectual property insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed.

We cannot predict the outcome of lawsuits and cannot ensure that the

results of any such actions will not have an adverse effect on our business, financial condition, or results of operations.

We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on our business, financial condition, or results of operations.

Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or more of the following:

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• redesign the allegedly infringing products to avoid infringement, misappropriation, or violation, which could be costly, time-consuming, or impossible;

• rebrand our products and services and/or be prevented from selling some of our products or services if third parties successfully oppose or challenge our trademarks or successfully claim that we infringe, misappropriate, or otherwise violate their trademarks or other intellectual property rights;

• rebrand our products and services or be prevented from selling some of our products or services if third parties successfully oppose or challenge our trademarks or successfully claim that we infringe, misappropriate, or otherwise violate their trademarks or other intellectual property rights;

• limit the manner in which we use our brands, or prevent us from using our brands in particular jurisdictions.

Even if the claims do not result in litigation or are resolved in our favor, these claims and the time and resources necessary to resolve them could divert the resources of our management and harm our business, financial condition, and results of operations.

Moreover, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our Class A common stock.

Moreover, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, the price of our Class A common stock could be adversely affected.

The occurrence of infringement and misappropriation claims may grow as the market for our platform and products grows.

Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources.

Accordingly, our exposure to damages resulting from infringement claims could increase and this could exhaust our financial and management resources.

Any of the foregoing could adversely impact our business, financial condition, and results of operations.

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In addition, during the course of litigation there could be public announcements of the results of hearings, motions, or other interim proceedings or developments.

If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our Class A common stock.

If securities analysts or investors perceive these results to be negative, the price of our Class A common stock could be adversely affected.

Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our products and platform capabilities, impair the functionality of our products and platform capabilities, delay introductions of new functionality, result in our substituting inferior or more costly technologies into our products, or injure our reputation.

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However, trade secrets and know-how can be difficult to protect.

We seek to protect these trade secrets and other proprietary technology, in

part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, consultants, and other third parties, including suppliers and other partners.

We seek to protect these trade secrets and other proprietary technology in part by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, consultants, and other third parties, including suppliers and other partners.

However, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information, know-how, and trade secrets.

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Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own.

intellectual property that we regard as our own.

The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property.

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Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products.

Moreover, we cannot ensure that we have not incorporated additional open source software in our products in a manner that is inconsistent with the terms of the applicable licenses or our current policies and procedures.

Moreover, we cannot ensure that we have not incorporated open source software in our products in a manner that is inconsistent with the terms of the applicable licenses or our current policies and procedures.

If we fail to comply with these licenses, we may be subject to certain requirements, including requirements that we offer our products that incorporate the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating, or using the open source software, and that we license such modifications or derivative works under the terms of applicable open source licenses.

In addition, although we employ open source software license screening measures, if we were to combine our proprietary software products with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software products.

If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our products that contained the open source software, and required to comply with onerous conditions or restrictions on these products, which could disrupt the distribution and sale of these products.

If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our products that contain the open source software, and required to comply with onerous conditions or restrictions on these products, which could disrupt the distribution and sale of these products.

From time to time, there have been claims challenging the ownership rights in open source software against companies that incorporate it into their products, and the licensors of such open source software provide no warranties or indemnities with respect to such claims.

As a result, we and our customers could be subject to lawsuits by parties claiming ownership of what we believe to be open source software.

Litigation could be costly for us to defend, have a negative effect on our business, financial condition, and results of operations, or require us to

devote additional research and development resources to change our products.

Some open source projects have known vulnerabilities and architectural instabilities and are provided on an “as-is” basis, which, if not properly addressed, could negatively affect the performance of our product.

Litigation could be costly for us to defend, have a negative effect on our business, financial condition, and results of operations, or require us to devote additional research and development resources to change our products.

If we inappropriately use or incorporate open source software subject to certain types of open source licenses that challenge the proprietary nature of our products, we may be required to re-engineer such products, discontinue the sale of such products, or take other remedial actions, any of which could adversely impact our business, financial condition, and results of operations.

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In the future, we may identify additional third-party intellectual property that we may need to license in order to engage in our business, including to develop or commercialize new products or services.

However, such licenses may not be available on acceptable terms or at all.

The licensing or acquisition of third-party intellectual property rights is a competitive area, and more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary.

These more established companies may have a competitive advantage over us due to their size, capital resources, and greater development or commercialization capabilities.

However, such licenses may not be available to us on acceptable terms or at all.

The licensing or acquisition of third-party intellectual property rights is a competitive area, and competitors may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary.

These competitors may have an advantage over us due to their size, capital resources, and greater development or commercialization capabilities.

In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us.

Even if such licenses were available, we might be required to pay the licensor substantial royalties based on sales of our products and services.

Such royalties are a component of the cost of our products or services and may affect the margins on our products and services.

Such royalties are a component of the cost of our products or services and impact the margins on our products and services.

If we are unable to enter into the necessary licenses on acceptable terms or at all, it could adversely impact our business, financial condition, and results of operations.

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Customers outside the U.S.

generated 56% and 57% of our revenue for fiscal years 2025 and 2024, respectively.

Beyond the U.S., we have operational presence internationally, including in Romania, the U.K., and a number of other countries in Europe, Australia, Brazil, Canada, China, India, Israel, Japan, Mexico, Singapore, South Korea, Turkey, and the United Arab Emirates, among others.

generated 54% and 56% of our

revenue for fiscal years 2026 and 2025, respectively.

Including the U.S., we have legal presence in 30 countries globally, as presented in the List of Subsidiaries of UiPath, Inc.

filed as an exhibit to this Annual Report on Form 10-K.

We are continuing to adapt to and develop strategies to further address international markets, but there is no guarantee that such efforts will have the desired effect.

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• more stringent regulations relating to privacy and data security and the unauthorized use of or access to commercial and personal data, particularly in the EU;

• heightened risk or perceived risk related to privacy and data security in specific countries;

• differing and potentially more onerous labor regulations, especially in Europe, where labor laws are generally more advantageous to employees as compared to the U.S., including deemed hourly wage and overtime regulations in these locations;

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• the impacts of political instability, military conflicts, or terrorist activities on our employees, our business, and the global economic environment;

• an outbreak of a contagious disease, which may cause us or our third-party providers and/or customers to temporarily suspend our or their respective operations in the affected city or country;

• an outbreak of a contagious disease, which may cause us or our third-party providers or customers to temporarily suspend our or their respective operations in the affected city or country;

• exposure to liabilities under anti-corruption and anti-money laundering laws, including the FCPA, U.S.

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• adverse changes to domestic and foreign tax laws and regulations, and the requirements of foreign exchange controls, which could make it difficult to repatriate earnings and cash.

Although we have taken steps designed to ensure that we comply with applicable regulations including evolving U.S.

and international sanctions, these steps involve additional compliance costs and operational costs.

Any of these risks could adversely impact our business, financial condition, and results of operations.

Failure to comply with these international regulations as they evolve could harm our business.

Failure to comply with international regulations as they evolve could harm our business, and compliance efforts may involve significant costs.

If we invest substantial time and resources to further expand our international operations and are unable to do so successfully and in a timely manner, our business and results of operations will suffer.

Risks Related to Tax and Accounting Matters

If we fail to maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

We are subject to the reporting requirements of the Exchange Act, SOX , the rules and regulations of the New York Stock Exchange, and other securities rules and regulations that impose various requirements on public companies.

Our management and other personnel devote substantial time and resources to comply with these rules and regulations.

Such compliance has increased and will continue to increase our legal, accounting, and financial compliance costs and make some activities more difficult and time-consuming.

SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.

We are continuing to refine our disclosure controls and procedures, internal control over financial reporting, and other procedures that are designed to ensure that information required to be disclosed by us in our financial statements and in the reports that we file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers.

Our current controls and any new controls we develop may become inadequate because of changes in conditions in our business.

Additionally, to the extent that we acquire other businesses, the acquired company may not have a sufficiently robust system of internal controls and we may uncover new deficiencies.

Weaknesses in our internal controls may be discovered in the future.

Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations, may result in

a restatement of our financial statements for prior periods, may cause us to fail to meet our reporting obligations, could result in an adverse opinion regarding our internal control over financial reporting from our independent registered public accounting firm, and could lead to investigations or sanctions by regulatory authorities.

Section 404 of SOX requires our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting.

We are also required to have our independent registered public accounting firm attest to, and issue an opinion on, the effectiveness of our internal control over financial reporting.

If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline.

Any failure to maintain effective disclosure controls and procedures and internal control over financial reporting could have a material and adverse effect on our business, financial condition, and results of operations.

We are exposed to fluctuations in currency exchange rates which affect our results of operations.

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Additionally, for our foreign sales contracts denominated in U.S.

dollars, a strengthening of the U.S.

dollar has increased and could continue to increase the real cost of our products and platform capabilities to these customers outside of the U.S., which could adversely affect our results of operations.

dollars, periodic strengthening of the U.S.

dollar has at times increased and could continue to increase the real cost of our products and platform capabilities to these customers outside of the U.S., which could adversely affect our results of operations.

Further, an increasing portion of our operating expenses are incurred outside the U.S.

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Given the volatility of exchange rates, we may not be able to effectively manage our currency risks, and any volatility in currency exchange rates may have an adverse effect on our financial condition, cash flows, and profitability.

Risks Related to Tax and Accounting Matters

Our management and other personnel devote substantial time and resources to comply with these rules and regulations, which continue to evolve.

SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.

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.

However, our current controls and any new controls we develop may become inadequate because of changes in conditions in our business.

Additionally, to the extent that we acquire other businesses, the acquired company may not have a sufficiently robust system of internal controls and we may uncover new deficiencies.

Weaknesses in our internal controls may be discovered in the future.

Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations, may result in a restatement of our financial statements for prior periods, may cause us to fail to meet our reporting obligations, could result in an adverse opinion regarding our internal control over financial reporting from our independent registered public accounting firm, and could lead to investigations or sanctions by regulatory authorities.

We are also required to have our independent registered public accounting firm attest to, and issue an opinion on, the effectiveness of our internal control over financial reporting.

If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm issues an adverse opinion regarding or is unable to express an opinion regarding the effectiveness of our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline.

Our corporate structure and intercompany arrangements cause us to be subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which could materially adversely affect our business, financial condition, results of operations, and growth prospects.

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While we believe our positions are reasonable, the administrative procedures to finalize these tax audits, disputes, and litigation are in process.

In addition, while we have pursued proactive risk management approaches with tax authorities in certain jurisdictions, such efforts may not fully eliminate the risk of future disputes, audits, or adjustments.

The amount of taxes we pay in different jurisdictions may depend on the application of the tax laws of the various jurisdictions, including the U.S., to our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements.

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In addition, the authorities could claim that various withholding requirements apply to us or our subsidiaries, assert that benefits of tax treaties are not available to us or our subsidiaries, or challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing.

If such a challenge or disagreement were to occur, and our position was not

sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations.

If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations.

Our financial statements may not include adequate accruals to cover such contingencies.

Furthermore, we are subject to periodic audits in the various jurisdictions in which we operate.

We regularly assess the likelihood of an adverse outcome resulting from these audits to determine the adequacy of our accruals for taxes.

Although we believe our estimates are reasonable, the final outcome of audits could materially differ from our expectations.

We are subject to periodic audits in the various jurisdictions in which we operate.

We regularly assess the likelihood of adverse audit outcomes to determine the adequacy of our accruals for taxes.

Although we believe our estimates are reasonable, the final outcome of audits could differ materially from our expectations.

Further, tax authorities are increasingly using data analytics and AI in audit activities, the use of which could increase the frequency or intensity of audits.

Changes in tax laws or tax rulings could materially affect our financial condition, results of operations, and cash flows.

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Changes in tax laws, regulations, or rulings, or changes in interpretations of existing laws and regulations, could materially affect our financial condition and results of operations and we must monitor such changes closely.

For example, the TCJA , the Coronavirus Aid, Relief, and Economic Security Act enacted in 2020, and the Inflation Reduction Act enacted in 2022, made many significant changes to the U.S.

For example, the One Big Beautiful Bill Act made many significant changes to the U.S.

tax laws, especially with regard to international aspects of taxation.

Further, effective January 1, 2022, the TCJA eliminated the option to deduct research and development expenses for tax purposes in the year incurred, and instead requires taxpayers to capitalize and subsequently amortize such expenses over five years for research activities conducted in the U.S.

and over 15 years for research activities conducted outside the U.S.

Although there has been legislative adoption in the U.S.

House of Representatives to amend the capitalization requirement, there can be no assurance that the provision will be further adopted by the U.S.

Senate or otherwise modified.

Similarly, as our operations are material in Romania, legislative changes have resulted in an alternative minimum corporate tax for fiscal years starting after January 1, 2024, to which we are subject.

In particular, U.S.

tax rules governing the capitalization, amortization, and deductibility of research and development and other technology-related expenditures may continue to evolve.

Any such changes could increase our effective tax rate, reduce cash flows, or increase volatility in our tax provision.

Similarly, as our operations are material in Romania, legislative changes have resulted in an alternative minimum corporate tax for fiscal years starting January 1, 2024 through January 1, 2027.

Future guidance from the IRS and other tax authorities with respect to any existing or new laws may affect us, and certain aspects of such laws could be repealed or modified in future legislation.

In addition, the OECD has been working on a BEPS Project and issued a report in 2015, an interim report in 2018, and has issued additional guidelines, model rules, and final proposals that may change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business.

In particular, the OECD is coordinating the implementation of rules to be adopted from 2023 for taxing the digital economy, specifically with respect to nexus and profit allocation (Pillar One), and for a global minimum tax (Pillar Two).

Although a number of jurisdictions, including the EU and the U.K., have enacted legislation to implement core elements of Pillar Two, it remains uncertain whether the U.S.

will enact similar legislation.

In addition, the OECD has been working on a Base Erosion and Profit Sharing project and issued a report in 2015, an interim report in 2018, and has issued additional guidelines, model rules, and final proposals that may change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business.

In particular, the OECD is coordinating the implementation of rules to be adopted with respect to nexus and profit allocation (Pillar One) and for a global minimum tax (Pillar Two).

In January 2026, the OECD released additional implementation guidance and coordination measures reflecting the G7 side-by-

side agreement, which further clarify certain operational, transitional, and interaction rules.

Despite this additional guidance, the timing, scope and manner of implementation of Pillar Two continue to vary by jurisdiction, and uncertainty remains regarding the extent to which U.S.

tax rules will align with, diverge from, or interact with these regimes.

Additionally, the European Commission and several countries have issued (and continue to issue) legislation and proposals that could change various aspects of the current tax framework under which we are taxed.

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There is uncertainty as to what constitutes sufficient nexus for a state or local jurisdiction to levy taxes, fees, and surcharges for sales made over the internet, and there is also uncertainty as to whether our characterization of our products as not taxable in certain jurisdictions will be accepted by state and local tax authorities.

An increasing number of states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies.

Additionally, the Supreme Court of the U.S.

ruled in South Dakota v.

Wayfair, Inc.

et al that online sellers can be required to collect sales and use tax despite not having a physical presence in the buyer’s state.

In response to this ruling, or otherwise, states or local governments may adopt, or begin to enforce, laws requiring us to calculate, collect, and remit taxes on sales in their jurisdictions.

A number of states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies.

A successful assertion by one or more states requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest.

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NOLs generated in taxable years beginning before January 1, 2024 are permitted to be carried forward for 7 taxable years under the Romania income tax law.

In 2023, the Romanian government approved Emergency Ordinance No.

Under the Ordinance, NOLs generated in taxable years beginning after January 1, 2024 can be carried forward for 5 years, and the utilization of the NOLs is limited to 70% of current year taxable income.

NOLs generated in taxable years beginning after January 1, 2024 can be carried forward for 5 years, and the utilization of the NOLs is limited to 70% of current year taxable income.

In general, under Section 382 of the IRC , a corporation that undergoes an “ownership change” (as defined under Section 382 of the IRC and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income.

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It is possible that we have in the past undergone and may in the future undergo additional ownership changes that we have not identified and that could result in additional limitations on our NOLs.

Furthermore, our ability to utilize NOLs of companies that we have acquired or may acquire in the future may be subject to limitations.

There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to reduce future income tax liabilities, including for state tax purposes.

For these reasons, we may not be able to utilize a material portion of our NOLs, even if we achieve or sustain profitability, which could potentially result in increased future tax liability to us and could adversely affect our results of operations and financial condition.

Furthermore, our ability to utilize NOLs of companies that we have acquired or may acquire

in the future may be subject to limitations.

There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, the adoption of alternative minimum taxes, turnover-based taxes, or similar regimes in certain jurisdictions, or for other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to reduce future income tax liabilities, including for state tax purposes.

For these reasons, we may not be able to utilize a material portion of our NOLs, even if we sustain profitability, which could potentially result in increased future tax liability to us and could adversely affect our results of operations and financial condition.

Risks Related to Ownership of Our Class A Common Stock

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Dines’ control may adversely affect the market price of our Class A common stock.

Further, future transfers by holders of our Class B common stock will generally result in those shares converting into shares of our Class A common stock, subject to limited exceptions, such as certain transfers effected for tax or estate planning purposes.

Further, transfers of our Class B common stock will generally result in those shares converting into shares of our Class A common stock, subject to limited exceptions, such as certain transfers effected for tax or estate planning purposes.

We have not elected to take advantage of the “controlled company” exemption to the corporate governance rules for publicly-listed companies but may do so in the future.

Because our CEO, co-founder, and Chairman, Daniel Dines, who, collectively with his controlled entities, holds all our outstanding shares of Class B common stock, and beneficially owns shares representing in excess of 50% of the voting power of our outstanding capital stock, we are eligible to elect the “controlled company” exemption to the corporate governance rules for publicly-listed companies.

We have not elected to do so.

If we decide to rely on the “controlled company” exemption, then under the corporate governance rules for publicly-listed companies, we would not be required to have a majority of our board of directors be independent, nor would we be required to have a compensation committee or an independent nominating function.

Because our CEO, co-founder, and Chairman, Daniel Dines, collectively with his controlled entities, holds all our outstanding shares of Class B common stock and beneficially owns shares representing in excess of 50% of the voting power of our outstanding capital stock, we are eligible to elect the “controlled company” exemption to the New York Stock Exchange corporate governance rules for publicly-listed companies.

We have not elected to do so at this time.

If we decide to rely on the “controlled company” exemption in the future, then under the New York Stock Exchange corporate governance rules for publicly-listed companies, we would not be required to have a majority of our board of directors be independent, nor would we be required to have a compensation committee or an independent nominating function.

If we choose controlled company status in the future, our status as a controlled company could cause our Class A common stock to be less attractive to certain investors and adversely affect the market price of our Class A common stock.

We cannot predict the impact our dual class structure may have on the market price of our Class A common stock.

We cannot predict whether our dual class structure, combined with the concentrated control of our CEO, co-founder, and Chairman, Daniel Dines, who holds all of the outstanding shares of our Class B common stock, will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences.

Our dual class structure may impact the market price of our Class A common stock.

Our dual class structure, combined with the concentrated control of our CEO, co-founder, and Chairman, Daniel Dines, who holds all of the outstanding shares of our Class B common stock, may result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences.

Certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes.

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Future sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock in the public market in the future, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities.

impair our ability to raise capital through the sale of additional equity securities.

We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our Class A common stock.

In addition, there were 30,384,125 shares of Class A common stock issuable upon the exercise of options and upon the vesting and settlement of restricted stock units outstanding as of January 31, 2025.

We have registered all of the shares of Class A common stock issuable upon exercise of outstanding options, vesting and settlement of outstanding restricted stock units, and other equity incentives we may grant in the future for public resale under the Securities Act.

In addition, there were 27,381,832 shares of Class A common stock issuable upon the exercise of options and upon the vesting and settlement of restricted stock units and performance stock units outstanding as of January 31, 2026.

We have registered all of the shares of Class A common stock issuable upon exercise of outstanding options, vesting and settlement of outstanding restricted stock units and performance stock units, and other equity incentives we may grant in the future for public resale under the Securities Act.

The shares of Class A common stock became eligible for sale in the public market to the extent such options are exercised or restricted stock units vested and settled, subject to compliance with applicable securities laws.

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Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of our Class A common stock.

In addition to the effects of our dual class structure, provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change in control or changes in our management.

Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

In addition to the effects of our dual class structure, provisions in our amended and restated certificate of incorporation and second amended and restated bylaws may have the effect of delaying or preventing a change in control or changes in our management.

Our amended and restated certificate of incorporation and second amended and restated bylaws include provisions that may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

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• any claim or cause of action against us arising under the Delaware General Corporation Law;

• any claim or cause of action arising under or seeking to interpret our amended and restated certificate of incorporation or our amended and restated bylaws;

• any claim or cause of action arising under or seeking to interpret our amended and restated certificate of incorporation or our second amended and restated bylaws;

• any claim or cause of action against us that is governed by the internal affairs doctrine.

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will be the exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint.

For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.

profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.

While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions.

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The lack of an active market may also reduce the fair value of their shares.

An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

An inactive market may also impair our ability to raise capital to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

Broad market and industry fluctuations, as well as general economic, political, regulatory, and market conditions, may also negatively impact the market price of our Class A common stock.

In addition, technology stocks have historically experienced high levels of volatility.

In addition, technology

stocks have historically experienced high levels of volatility.

In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation.

We have been and may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.

We have been and may in the future be the target of this type of litigation, which could result in substantial expenses and divert our management’s attention.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders.

We expect to continue to grant equity awards to employees and directors under our equity incentive plans.

Although we have repurchased and may in the future repurchase shares of our Class A common stock to reduce dilution, we expect to continue to grant equity awards to employees and directors under our equity incentive plans, which will result in dilution to all other stockholders.

We may also raise capital through equity financings in the future.

As part of our business strategy, we may acquire or make investments in companies, products, or technologies and issue equity securities to pay for any such acquisition or investment.

Additionally, as part of our business strategy, we may acquire or make investments in companies, products, or technologies and issue equity securities to pay for any such acquisition or investment.

Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.

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In addition, a substantial portion of our operations rely on support from our headquarters in New York City and our office in Bucharest, Romania.

To the extent that fire, floods, unusual weather conditions, power loss, telecommunications failures, military actions,

terrorist attacks, and other events beyond our control materially impacts our ability to operate those offices, it may have a material impact on our business operations as a whole.

To the extent that fire, floods, unusual weather conditions, power loss, telecommunications failures, military actions, terrorist attacks, public health crises, and other events beyond our control materially impact our ability to operate those offices, our business operations as a whole may be materially affected.

To the extent that such events disrupt our business or the businesses of our current or prospective customers, or adversely impact our reputation, such events could adversely affect our business, financial condition, results of operations, and cash flows.

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The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources.

Significant estimates and judgments relate to revenue recognition and stock-based compensation.

Significant estimates and judgments relate to revenue recognition and income taxes.

Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our Class A common stock.

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 1A. Risk Factors