What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-25 compared with 2025-03-24 · 363 added, 389 removed, 947 unchanged (44% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders' Equity

5 unchanged sentences

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

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

and subsidiaries (the Company) as of January 31, 2026 and 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended January 31, 2026, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

9 unchanged sentences

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

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

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

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

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

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

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

8 unchanged sentences

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

Critical Audit Matters

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

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

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

Critical Audit Matter

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

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

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

Revenue Recognition - Assessment of Terms and Conditions in Certain Contracts

4 unchanged sentences

We identified the assessment of terms and conditions in certain contracts as a critical audit matter.

Specifically, complex auditor judgement was required in assessing the Company’s identification and evaluation of terms and conditions in certain contracts because of the complex accounting guidance, primarily related to the sale of term licenses.

Specifically, complex auditor judgment was required in assessing the Company’s identification and evaluation of terms and conditions in certain contracts because of the complex accounting guidance, primarily related to the sale of term licenses.

The following are the primary procedures we performed to address this critical audit matter.

1 unchanged sentence

For a selection of contracts, we assessed the terms and conditions in the contracts by examining the contracts and evaluating management’s determination of the impact of those terms and conditions on revenue recognition.

For each of these contracts selected, we also assessed the recorded revenue by determining the revenue to be recorded in the current period using the terms and conditions in the underlying contract and comparing it to the Company’s recorded balances.

For each of these contracts selected, we also assessed the impact of identified non-standard terms and conditions to recorded revenue by determining the revenue to be recorded in the current period using the terms and conditions in the underlying contract and comparing it to the Company’s recorded balances.

We have served as the Company’s auditor since 2022.

43 unchanged sentences

Class B common stock, $ 0.00001 par value per share, 115,741 shares authorized;

82,453 shares issued and outstanding

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

64,691 and 82,453 shares issued and outstanding, respectively

Treasury stock, at cost, 68,552 and 37,621 shares, respectively

( 833,905 ) ( 494,779 )

Additional paid-in capital 4,585,430 4,333,300

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

Accumulated other comprehensive income (loss) 36,601 ( 4,890 )

Accumulated deficit ( 1,705,545 ) ( 1,987,875 )

21 unchanged sentences

Total operating expenses 1,282,828 1,345,291 1,276,868

Operating loss ( 162,569 ) ( 164,720 ) ( 348,283 )

Operating income (loss) 56,760 ( 162,569 ) ( 164,720 )

Interest income 48,023 49,422 57,130

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

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

Other (expense) income, net ( 4,155 ) 35,047 31,775

Income (loss) before income taxes 100,628 ( 78,100 ) ( 75,815 )

(Benefit from) provision for income taxes ( 181,702 ) ( 4,406 ) 14,068

( 4,406 ) 14,068 10,791

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

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

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

Net income (loss) $ 282,330 $ ( 73,694 ) $ ( 89,883 )

Net income (loss) per share, basic $ 0.52 $ ( 0.13 ) $ ( 0.16 )

Net income (loss) per share, diluted $ 0.52 $ ( 0.13 ) $ ( 0.16 )

Weighted-average shares used in computing net income (loss) per share, basic 538,125 559,933 563,855

Weighted-average shares used in computing net income (loss) per share, diluted 544,860 559,933 563,855

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

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income (Loss)

Amounts in thousands

1 unchanged sentence

2026 2025 2024

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

Net income (loss) $ 282,330 $ ( 73,694 ) $ ( 89,883 )

Other comprehensive income (loss), net of tax:

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

Unrealized gain (loss) on available-for-sale marketable securities, net 717 ( 272 ) 519

Foreign currency translation adjustments, net 40,774 ( 13,443 ) 694

( 13,443 ) 694 ( 3,003 )

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

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

Other comprehensive income (loss), net 41,491 ( 13,715 ) 1,213

Comprehensive income (loss) $ 323,821 $ ( 87,409 ) $ ( 88,670 )

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

1 unchanged sentence

Amounts in thousands

Treasury stock

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

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

Class A Class B

6 unchanged sentences

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

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

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

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

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

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

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

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

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

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

6 unchanged sentences

Repurchase of Class A common stock — — — — ( 31,781 ) ( 392,164 ) — — — ( 392,164 )

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

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

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

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

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

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

1 unchanged sentence

Issuance of common stock upon exercise of stock options 3,697 — — — — — 1,056 — — 1,056

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

Conversion of Class B common stock into Class A common stock 17,762 — ( 17,762 ) — — — — — — —

Issuance of common stock upon settlement of restricted stock units 13,575 — — — — — — — — —

4 unchanged sentences

Stock-based compensation — — — — — — 290,679 — — 290,679

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

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

Other comprehensive income, net of tax — — — — — — — 41,491 — 41,491

Net income — — — — — — — — 282,330 282,330

Balance as of January 31, 2026 540,898 $ 5 64,691 $ 1 ( 68,552 ) $ ( 833,905 ) $ 4,585,430 $ 36,601 $ ( 1,705,545 ) $ 2,082,587

5 unchanged sentences

Cash flows from operating activities:

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

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Net income (loss) $ 282,330 $ ( 73,694 ) $ ( 89,883 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 16,969 17,232 22,597

1 unchanged sentence

Net accretion on marketable securities ( 10,236 ) ( 31,778 ) ( 28,246 )

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

Stock-based compensation expense 290,676 358,151 371,955

1 unchanged sentence

Non-cash operating lease expense 16,976 15,899 13,047

Abandonment and impairment charges — — 2,881

(Benefit from) provision for deferred income taxes ( 202,682 ) ( 19,794 ) 554

Credit loss expense (benefit) (1)

5,735 1,979 ( 1,579 )

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

Other non-cash charges (credits), net 7,098 ( 4,311 ) ( 2,121 )

Changes in operating assets and liabilities:

8 unchanged sentences

Deferred revenue ( 22,431 ) 68,348 137,471

Net cash provided by (used in) operating activities 320,565 299,082 ( 9,981 )

Net cash provided by operating activities 371,208 320,565 299,082

Cash flows from investing activities:

3 unchanged sentences

Payments related to business acquisitions, net of cash acquired ( 24,821 ) — —

Purchases of investments

( 35,809 ) — —

Other investing, net (1)

( 15,353 ) ( 35,809 ) 2,754

Net cash used in investing activities ( 22,466 ) ( 45,503 ) ( 439,569 )

3 unchanged sentences

Payments of tax withholdings on net settlement of equity awards (1)

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

( 59,061 ) ( 77,831 ) ( 112,712 )

Proceeds from employee stock purchase plan contributions 14,859 15,605 17,555

Payment of deferred consideration related to business acquisition ( 5,570 ) ( 5,863 ) —

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

Payments of deferred or contingent consideration related to business acquisitions ( 128 ) ( 5,570 ) ( 5,863 )

Net cash used in financing activities ( 372,375 ) ( 450,515 ) ( 196,895 )

5 unchanged sentences

Cash paid for interest $ — $ 309 $ 563

Cash paid for income taxes 16,709 10,822 20,999

Supplemental disclosures of non-cash investing and financing activity:

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

Loan notes issued in connection with business acquisitions — — 11,433

Reduction in accrued expenses and other liabilities for vesting of early exercised stock options 2 2 1,357

Cash paid for income taxes, net 9,812 16,709 10,822

Supplemental disclosures of non-cash investing and financing activities:

Deferred and contingent consideration recognized in connection with business acquisition $ 9,835 $ — $ —

Tax withholdings on net settlement of restricted stock units, accrued but not yet paid 4,724 4,674 3,354

Purchases of property and equipment included in accounts payable 2,897 511 1,056

Property and equipment purchases included in accounts payable 58 2,897 511

Payable for repurchase of Class A common stock 10,015 — —

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

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

1 unchanged sentence

Organization and Description of Business

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

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

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

(the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in June 2015, is headquartered in New York, New York, and has legal prese nce in 30 countries, with principal operations in t he U.S., R omania, and Japan.

The UiPath Platform™ uniquely combines controlled agency, developer flexibility, and seamless integration to help organizations scale agentic automation safely and confidently.

Committed to security, governance, and interoperability, UiPath supports enterprises as they transition into a future where automation delivers on the full potential of AI to transform industries.

Our platform empowers customers to combine automation, AI agents, and people, delivering end-to-end process orchestration that drives innovation.

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in accordance with U.S.

The accompanying consolidated financial statements have been prepared in accordance with U.S.

GAAP and include the financial statements of UiPath, Inc.

7 unchanged sentences

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

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

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

Actual results could differ from these estimates and assumptions.

5 unchanged sentences

dollars using period-end exchange rates, while revenue and expenses are translated using the average monthly exchange rates.

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

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

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

Derivative Financial Instruments

From time to time, we use derivative financial instruments, such as foreign currency forward contracts, to manage foreign currency exposures.

We account for our derivative instruments as either assets or liabilities and carry them at fair value.

These foreign currency contracts are not designated and do not qualify as hedging

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

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

For fiscal years 2026, 2025, and 2024, we recognized foreign currency transaction (losses) gains of $( 7.0 ) million, $ 6.9 million, and $ 0.3 million, respectively.

Notes to Consolidated Financial Statements

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

Derivative Financial Instruments

From time to time, we may use derivative financial instruments, such as foreign currency forward contracts, to manage foreign currency exposures.

Derivative instruments are accounted for as either assets or liabilities and carried at fair value.

We did not have foreign currency forward contracts during fiscal year 2026, 2025, or 2024.

11 unchanged sentences

As of January 31, 2026 and 2025, no single customer accounted for 10% or more of our accounts receivable.

Fair Value of Financial Instruments

Fair Value Measurement

We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

8 unchanged sentences

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

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

Marketable securities and other investments are recorded at fair value.

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

Marketable securities and other investments and contingent consideration are measured at fair value.

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

Notes to Consolidated Financial Statements

7 unchanged sentences

The fair value of available-for-sale marketable securities is remeasured each reporting period.

Any premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield.

Any premium or discount is amortized or accreted over the life of the related available-for-sale security as an adjustment to yield.

Interest income is recognized when earned.

Unrealized gains and losses on marketable securities are reported as a separate component of accumulated other comprehensive income on the consolidated balance sheets until realized.

Unrealized gains and losses on marketable securities are reported as a separate component of accumulated other comprehensive income (loss) on the consolidated balance sheets until realized.

We evaluate an available-for-sale debt security for impairment if the estimated fair value is below its amortized cost basis.

We consider our intent to sell the security or whether it is more likely than not that we will be required to sell the security before recovery of its amortized basis.

If either of these conditions exist, the debt security’s amortized cost basis is written down to fair value, with the change recognized in other income (expense), net in the consolidated statements of operations.

If either of these conditions exist, the debt security’s amortized cost basis is written down to fair value, with the change recognized in other (expense) income, net in the consolidated statements of operations.

If neither of these conditions are present, we evaluate whether unrealized losses have resulted from a credit loss or other factors.

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

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

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

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

As of January 31, 2026 and 2025 we had not recorded any allowance for credit losses related to our available-for-sale marketable securities, and we did not record any impairments related to these securities in fiscal year 2026, 2025, or 2024.

Accounts Receivable and Allowance for Credit Losses

9 unchanged sentences

Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets.

Useful lives by asset category are as follows:

Useful lives by asset category are as follows as of January 31, 2026:

Asset Category Estimated Useful Life

9 unchanged sentences

We evaluate our long-lived assets, including these capitalized costs, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable.

Beginning in the fourth quarter of fiscal year 2022, we began to broadly market on-premises versions of certain of our SaaS products, thereby establishing a pattern of marketing internal-use software and a rebuttable presumption that we intend to market any SaaS products we develop.

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

We have broadly marketed on-premises versions of certain of our SaaS products, thereby establishing a pattern of marketing internal-use software and a rebuttable presumption that we intend to market any SaaS products we develop.

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

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

2 unchanged sentences

Gross capitalized internal-use software development costs were $ 7.6 million and $ 7.4 million as of January 31, 2026 and 2025, respectively.

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

Amortization expense was $ 1.0 million, $ 1.3 million, and $ 1.3 million for fiscal years 2026, 2025, and 2024, respectively.

Accumulated amortization was $ 6.7 million and $ 5.5 million as of January 31, 2026 and 2025, respectively.

1 unchanged sentence

These gross capitalized costs were $ 12.7 million and $ 12.1 million as of January 31, 2026 and 2025, respectively, and are recorded in other assets, non-current on our consolidated balance sheets.

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

Related amortization expense was $ 1.6 million, $ 0.3 million, and none for fiscal years 2026, 2025, and 2024, respectively.

Accumulated amortization was $ 4.2 million and $ 2.4 million as of January 31, 2026 and 2025, respectively.

2 unchanged sentences

These costs include internal development costs and license fees paid to third parties for their software that is integrated into our products.

Beginning in the fourth quarter of fiscal year 2022, we also account for costs incurred to develop our SaaS products in accordance with ASC 985-20.

This guidance requires that all costs to establish technological feasibility be expensed as they are incurred.

Technological feasibility is established when the working model is complete.

Costs incurred subsequent to establishing technological feasibility are capitalized until the product is available for general release to customers, at which point they are amortized on a product-by-product basis.

Costs to establish technological feasibility are expensed as incurred.

Technological feasibility is established when a working model is complete.

Costs incurred subsequent to establishment of technological feasibility are capitalized until the product is available for general release to customers, at which point they are amortized on a product-by-product basis.

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

1 unchanged sentence

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

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

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

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

Notes to Consolidated Financial Statements

respectively.

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

Capitalized costs are included in other assets, non-current on the consolidated balance sheets and were immaterial as of January 31, 2026 and 2025.

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

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

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

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

Capitalized costs are included in prepaid expenses and other current assets and other assets, non-current on the consolidated balance sheets and were immaterial as of January 31, 2026 and 2025.

Notes to Consolidated Financial Statements

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

15 unchanged sentences

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

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

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

Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill.

2 unchanged sentences

Acquisition costs, such as legal and consulting fees, are expensed as incurred.

Notes to Consolidated Financial Statements

Goodwill and Acquired Intangible Assets

2 unchanged sentences

At the time of testing, if we determine that it is more likely than not that the estimated fair value of our single reporting unit is less than its carrying value, a quantitative assessment is performed by comparing the fair value of the reporting unit with its carrying value.

In order to make this determination, we may make an initial assessment of qualitative factors, or may proceed directly to the quantitative impairment test.

In order to make this determination, we may make an initial assessment of

Notes to Consolidated Financial Statements

qualitative factors, or may proceed directly to the quantitative impairment test.

There were no impairment charges to goodwill during fiscal years 2026, 2025, and 2024.

12 unchanged sentences

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

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

These offerings are comprised of three types of performance obligations:

term license, maintenance and support, and SaaS.

12 unchanged sentences

The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing.

We apply the practical expedient in ASC 606 and do not evaluate payment terms of one year or less for

Notes to Consolidated Financial Statements

the existence of a significant financing component.

We apply the practical expedient in ASC 606 and do not evaluate payment terms of one year or less for the existence of a significant financing component.

Revenue is recorded net of sales tax.

We generally do not offer a right of refund in our contracts.

Our term licenses (typically sold as a portion of Flex Offerings), provide customers the right to use software for a specified period of time.

Our term licenses (typically sold as a portion of flexible deployment offerings), provide customers the right to use software for a specified period of time.

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

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

Notes to Consolidated Financial Statements

Subscription Services

We generate subscription services revenue through the provision of:

(1) maintenance and support, which include technical support and unspecified updates and upgrades on a when-and-if-available basis for our licenses, and (2) SaaS products (typically sold as a portion of Flex Offerings).

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

4 unchanged sentences

Professional Services and Other

Professional services and other revenue consists of fees associated with professional services for process automation, customer education, and training services.

Professional services and other revenue consists of fees associated with professional services, including deployment of agentic automation, customer education, and training services.

Our professional services contracts are structured on a time and materials or fixed price basis, and the related revenue is recognized as the services are rendered.

11 unchanged sentences

If the consideration payable includes a variable amount, we estimate the transaction price, including assessing whether the estimate of variable consideration must be constrained.

We also offer certain rebate incentives to our partners which are treated as consideration payable to a customer and therefore accounted for as a reduction to the transaction price of the related revenue arrangements.

Notes to Consolidated Financial Statements

We have from time to time offered certain rebate incentives to our partners, which are treated as consideration payable to a customer and therefore accounted for as a reduction to the transaction price of the related revenue arrangements.

Modifications

4 unchanged sentences

If the price does not reflect SSP, we account for the modification as the termination of the existing contract and the creation of a new contract.

Notes to Consolidated Financial Statements

Contract Balances

22 unchanged sentences

Cost of subscription services revenue consists of personnel-related expenses of our customer support and technical support teams, including salaries and bonuses, stock-based compensation expense, and employee benefit costs.

Cost of subscription services revenue also includes third-party consulting services, hosting costs related to our SaaS products, amortization of acquired developed technology and capitalized development costs

Notes to Consolidated Financial Statements

related to SaaS products, and allocated overhead.

Overhead is allocated to cost of subscription services revenue based on applicable headcount.

4 unchanged sentences

We recognize these expenses as they are incurred.

Notes to Consolidated Financial Statements

Sales and Marketing

3 unchanged sentences

Research and Development

Research and development expenses consist primarily of personnel-related expenses, including salaries and bonuses, stock-based compensation expense, and employee benefits costs, for our research and development employees, and allocated overhead.

Research and development expenses consist primarily of personnel-related expenses, including salaries and bonuses, stock-based compensation expense, and employee benefit costs, for our research and development employees, and allocated overhead.

Research and development expenditures are expensed as incurred.

General and Administrative

General and administrative expenses consist primarily of personnel-related expenses, including salaries and bonuses, stock-based compensation expense, and employee benefits costs, associated with our finance, legal, human resources, compliance, and other administrative employees, as well as accounting and legal professional services fees, other corporate-related expenses, and allocated overhead.

General and administrative expenses consist primarily of personnel-related expenses, including salaries and bonuses, stock-based compensation expense, and employee benefit costs, associated with our finance, legal, human resources, compliance, and other administrative employees, as well as accounting and legal professional services fees, other corporate-related expenses, and allocated overhead.

Stock-Based Compensation

2 unchanged sentences

The fair value of each stock option is determined using the Black-Scholes pricing model.

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

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

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

5 unchanged sentences

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

Notes to Consolidated Financial Statements

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

2 unchanged sentences

ASC 740 prescribes a two-step approach to recognizing and measuring uncertain tax positions:

(1) evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any;

(1) evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than

Notes to Consolidated Financial Statements

not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any;

and (2) measure the tax benefit as the largest amount which is more likely than not of being realized and effectively settled.

1 unchanged sentence

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

Net Loss Per Share

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

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

Net Income (Loss) Per Share

In a period of net income, diluted net income per share is calculated by giving effect to all potentially dilutive securities outstanding for the period (including, but not limited to, unvested RSUs and unexercised stock options under our equity incentive plans, unvested PSUs, and outstanding purchase periods under our ESPP) using the treasury stock method.

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

Diluted net loss per share is the same as basic net loss per share because potentially dilutive common stock equivalents are anti-dilutive when in a net loss position.

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

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

The rights of the holders of our Class A and Class B common stock, including liquidation and dividend rights, are identical except with regard to voting and conversion rights.

Accordingly, we present net income (loss) per share for Class A and Class B common stock together.

Segment Information

2 unchanged sentences

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

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

Significant Segment Expenses

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

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

Notes to Consolidated Financial Statements

Significant Segment Expenses

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

Year Ended January 31,

2026 2025 2024

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

Revenue $ 1,610,572 $ 1,429,664 $ 1,308,072

Significant segment expenses:

14 unchanged sentences

Amortization of acquired intangible assets 8,191 6,711 8,600

6,711 8,600 6,896

Interest income ( 48,023 ) ( 49,422 ) ( 57,130 )

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

(Benefit from) provision for income taxes ( 181,702 ) ( 4,406 ) 14,068

( 4,406 ) 14,068 10,791

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

Net income (loss) $ 282,330 $ ( 73,694 ) $ ( 89,883 )

(1) Excludes amortization of acquired intangible assets

3 unchanged sentences

(5) Excludes charitable donation of Class A common stock

(6) Excludes change in fair value of contingent consideration

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

2 unchanged sentences

Charitable donation of Class A common stock;

and other income, net.

change in fair value of contingent consideration;

and other (expense) income, net.

Entity-Wide Disclosures

2 unchanged sentences

$ 407,804 $ 183,244

126,317 75,574

Romania 85,130 86,933

United Kingdom 75,574 45,445

Netherlands 26,822 24,071

1 unchanged sentence

Total long-lived assets $ 676,383 $ 396,271

Variable Interest Entity

When we make an initial investment in or establish other variable interests in an entity, we determine whether that entity is considered a VIE , and, if so, whether we are the primary beneficiary of that VIE.

The primary beneficiary of a VIE is a party that meets both of the following criteria:

(1) it has the power to direct the activities that most significantly impact the economic performance of the VIE;

and (2) it has the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE.

Periodically, we assess whether any change in our interest in or relationship with the entity affects our determination as to whether the entity is a VIE, and, if so, whether we are the primary beneficiary.

We consolidate any VIE of which we are the primary beneficiary.

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

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

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

We adopted ASU No.

Notes to Consolidated Financial Statements

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

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

1 unchanged sentence

Improvements to Income Tax Disclosures .

2023-09 will require additional tax disclosures, predominantly related to the effective income tax rate reconciliation and income taxes paid.

2023-09 will be effective for us for annual periods beginning after December 15, 2024.

Early adoption is permitted.

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

2023-09 requires additional tax disclosures, predominantly related to the effective income tax rate reconciliation and income taxes paid.

We adopted ASU No.

2023-09 as of January 31, 2026 on a prospective basis and have included the relevant disclosures in Note 1 3 , Income Taxes .

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No.

1 unchanged sentence

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

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

2024-03 is effective for annual reporting periods beginning after December

Notes to Consolidated Financial Statements

15, 2026 and for interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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

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

In September 2025, the FASB issued ASU No.

2025-06, I ntangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

2025-06 amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40, and is effective for annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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

Revenue Recognition

9 unchanged sentences

Asia-Pacific 284,254 17 % 276,908 19 % 260,234 20 %

276,908 19 % 260,234 20 % 228,485 22 %

Total revenue $ 1,610,572 100 % $ 1,429,664 100 % $ 1,308,072 100 %

1 unchanged sentence

represented 46 %, 44 %, and 43 % of our total revenues for fiscal years 2026, 2025, and 2024, respectively.

(2) Revenue from Japan represented 9 %, 9 %, and 10 % of our total revenues for fiscal years 2025, 2024, and 2023, respectively.

Contract Balances

15 unchanged sentences

Additions to deferred revenue during the year 1,518,136 1,410,482

Additions to deferred revenue from business acquisitions 3,332 —

Revenue recognized that was included in deferred revenue at the beginning of the period ( 569,464 ) ( 486,805 )

27 unchanged sentences

Treasury bills and U.S government securities (1)

$ 619,831 $ 324 $ — $ 620,155

Corporate bonds 160,872 5 — 160,877

Commercial paper 34,373 17 — 34,390

4,707 — ( 7 ) 4,700

Yankee bonds 2,899 — ( 2 ) 2,897

Total marketable securities $ 817,975 $ 346 $ ( 2 ) $ 818,319

(1) Additional treasury bills with both amortized cost and estimated fair value of $ 22.0 million are included in cash and cash equivalents due to their original maturities of three months or less.

As of January 31, 2025

1 unchanged sentence

Treasury bills and U.S government securities $ 703,740 $ — $ ( 421 ) $ 703,319

$ 641,263 $ 29 $ ( 100 ) $ 641,192

Corporate bonds 93,989 36 — 94,025

Agency bonds 174,990 — ( 28 ) 174,962

Commercial paper 42,371 20 — 42,391

Yankee bonds 4,707 — ( 7 ) 4,700

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

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

As of January 31, 2026 and 2025, $ 217.0 million and $ 94.1 million, respectively, of our marketable securities had remaining contractual maturities of one year or more.

As of January 31, 2026 and 2025, $ 10.1 million and $ 2.4 million, respectively, of interest receivable was included in prepaid expenses and other current assets on the consolidated balance sheets.

7 unchanged sentences

As of January 31, 2026

Level 1 Level 2 Level 3

Level 1 Level 2 Level 3 Total

Financial Assets:

Money market funds $ 279,658 $ — $ — $ 279,658

Treasury bills 21,982 — — 21,982

Total cash equivalents 301,640 — — 301,640

6 unchanged sentences

Other investments carried at fair value — — 14,202 14,202

— — 11,879 11,879

Total $ 921,795 $ 198,164 $ 14,202 $ 1,134,161

Financial Liabilities:

Contingent consideration $ — $ — $ 1,532 $ 1,532

Total $ — $ — $ 1,532 $ 1,532

As of January 31, 2025

Level 1 Level 2 Level 3

Level 1 Level 2 Level 3 Total

Financial Assets:

4 unchanged sentences

Corporate bonds — 94,025 — 94,025

Agency bonds 174,962 — — 174,962

Commercial paper — 42,391 — 42,391

Yankee bonds — 4,700 — 4,700

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

Other investments carried at fair value — — 11,879 11,879

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

Our money market funds, treasury bills and U.S.

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

Our money market funds and treasury bills and U.S.

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

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

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

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

6 Business Acquisitions

Fiscal Year 2023 Acquisition

On July 29, 2022, we acquired all of the outstanding capital stock of Re:infer, a natural language processing company focused on unstructured documents and communications.

Re:infer uses machine learning technology to mine context from communication messages and transform them into actionable data.

With this acquisition, we gained technology and an experienced team which we believe will continue to accelerate our technology roadmap, expand the breadth of our AI-powered automation capabilities, and unlock new automation opportunities for our customers.

The Re:infer acquisition was accounted for as a business combination.

Other investments carried at fair value (which consist of convertible bonds of a private company, the H Company, purchased during fiscal year 2025) and contingent consideration liability associated with business acquisition are classified as Level 3 because their valuation relies on unobservable inputs.

Notes to Consolidated Financial Statements

The total purchase consideration for the acquisition of Re:infer was $ 44.6 million, consisting of the following:

Cash paid at closing $ 30,117

Fair value of Class A common stock issued at closing ( 0.2 million shares)

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

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

Working capital adjustment 66

Total $ 44,581

At closing, we also issued an additional 0.4 million shares of Class A common stock to be released to sellers in equal installments on the first, second, and third anniversaries of the closing date, subject to certain employment-related clawback provisions.

The aggregate fair value of these shares totaled $ 7.6 million and is expensed as compensation for post-acquisition services over the three years following the acquisition date.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

July 29, 2022

Net tangible assets $ 300

Business Acquisitions

Peak AI Limited

On March 7, 2025, we acquired all outstanding equity of Peak, a U.K.-based software company that provides pricing and inventory intelligence technology.

With this acquisition, we gained an experienced team, established customer relationships in retail and manufacturing sectors, and technology that is optimized for industry-specific use cases.

The total purchase consideration for the acquisition of Peak was $ 40.1 million, consisting of initial cash consideration of $ 30.3 million and deferred and contingent consideration with an aggregate acquisition-date fair value of $ 9.8 million.

The Peak acquisition was accounted for as a business combination.

The following table summarizes the allocation of purchase price to the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Intangible assets $ 16,181

Other net liabilities ( 5,421 )

Goodwill 29,330

Total assets acquired 47,751

Deferred tax liabilities assumed ( 3,170 )

Total $ 40,090

The following table sets forth the identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:

(in thousands) Estimated Useful Life

Developed technology $ 10,000 5.0

The following table sets forth the identifiable intangible assets acquired and their estimated useful lives as of the acquisition date:

Fair Value (in thousands) Estimated Useful Life (in years)

Customer relationships $ 9,228 3.0

Developed technology 6,447 5.0

Trade names and trademarks 506 3.0

Total $ 16,181

The acquisition of Re:infer generated goodwill of $ 34.4 million representing expected synergies and acquired skilled workforce.

The acquisition of Peak generated goodwill of $ 29.3 million representing expected synergies and acquired skilled workforce.

None of this goodwill is deductible for tax purposes.

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

Intangible Assets and Goodwill

32 unchanged sentences

Balance as of January 31, 2025

Acquisition of Peak 29,330

Effect of foreign currency translation 8,676

19 unchanged sentences

Operating lease liabilities, current (included in accrued expenses and other current liabilities) $ 10,306 $ 3,587

$ 3,587 $ 8,357

Operating lease liabilities, non-current 70,940 74,230

11 unchanged sentences

Year Ended January 31,

2027 $ 15,940

Thereafter 48,280

4 unchanged sentences

As of January 31, 2026, we had non-cancellable commitments in the amount of $ 12.2 million related to operating leases of real estate facilities that have not yet commenced.

9 Consolidated Balance Sheet Components

Balance Sheet Components

Prepaid Expenses and Other Current Assets

19 unchanged sentences

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

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

As of January 31, 2026 and January 31, 2025, other assets, non-current also included $ 14.2 million and $ 11.9 million, respectively, related to private-company convertible bonds, which are carried at fair value.

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

4 unchanged sentences

Accrued expenses $ 35,657 $ 16,005

Accrued legal, accounting, and tax (1)

Withholding tax from employee equity transactions 4,763 4,699

4 unchanged sentences

Operating lease liabilities, current 10,306 3,587

Deferred consideration for business acquisition, current — 5,570

Rebates payable to partners 13,314 7,289

Deferred consideration for business acquisition 8,000 —

Contingent consideration for business acquisition 1,532 —

Accrued partner incentives 12,345 13,314

Cloud infrastructure liabilities 13,183 6,685

2 unchanged sentences

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

10 Credit Facility

On October 30, 2020 we entered into the Credit Facility, a $ 200 million senior secured revolving credit facility with a maturity date of October 30, 2023, with HSBC Ventures USA Inc., Silicon Valley Bank, a division of First Citizens Bank & Trust Company (successor by purchase to the FDIC as receiver for Silicon Valley Bridge Bank, N.A.

(as successor to Silicon Valley Bank)), Sumitomo Mitsui Banking Corporation, and Mizuho Bank, LTD.

The Credit Facility contained certain customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures, and affiliate transactions.

We did not borrow under the Credit Facility at any time.

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

Commitments and Contingencies

Letters of Credit

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

We had a total of $ 3.0 million and $ 2.6 million in letters of credit outstanding predominantly in favor of certain landlords for office space as of January 31, 2026 and 2025, respectively.

These letters of credit renew annually and expire on various dates through fiscal year 2030.

Indemnification

In the ordinary course of business, we may provide indemnification of varying scope and terms to customers, vendors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties.

In the ordinary course of business, we may provide indemnification of varying scope and terms to customers, vendors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements, services to be provided by us, or from intellectual property infringement claims made by third parties.

These indemnification provisions may survive termination of the underlying agreement and the potential amount of future payments we could be required to make under these indemnification provisions may not be subject to maximum loss clauses.

1 unchanged sentence

As of January 31, 2026 and 2025, we have not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements was remote.

Workforce Restructurings

Our board of directors approved restructuring actions to manage our operating expenses by reducing our global workforce by approximately 5 % on June 24, 2022, and approved an additional reduction of 6 % on November

Notes to Consolidated Financial Statements

Workforce Restructuring

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

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

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

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

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

This Fiscal Year 2023 Workforce Restructuring aimed to simplify our go-to-market approach and improve sales productivity and was completed during the second quarter of fiscal year 2024.

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

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

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

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

Fiscal Year 2025 Workforce Restructuring

Fiscal Year 2023 Workforce Restructuring

Accrued restructuring costs as of January 31, 2023

Restructuring costs incurred during fiscal year 2024

Amount paid during fiscal year 2024

Accrued restructuring costs as of January 31, 2024

Restructuring costs incurred during fiscal year 2025

Amount paid during fiscal year 2025

( 14,948 ) ( 335 )

Accrued restructuring costs as of January 31, 2025

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

The Fiscal Year 2025 Workforce Restructuring was completed during the second quarter of fiscal year 2026.

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

Year Ended January 31,

6 unchanged sentences

Total $ 4,407 $ 24,726 $ 2,626

The following table presents changes in accrued restructuring costs, which are recorded in accrued compensation and employee benefits in the consolidated balance sheets, by restructuring plan (in thousands):

Fiscal Year 2025 Workforce Restructuring Fiscal Year 2023 Workforce Restructuring

Accrued restructuring costs as of January 31, 2024

Restructuring costs incurred during fiscal year 2025

Amount paid during fiscal year 2025

( 14,948 ) ( 335 )

Accrued restructuring costs as of January 31, 2025

Restructuring costs incurred during fiscal year 2026

Amount paid during fiscal year 2026

Accrued restructuring costs as of January 31, 2026

Defined Contribution Plans

3 unchanged sentences

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

Notes to Consolidated Financial Statements

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

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

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

On September 6, 2023, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against UiPath, then Co-CEO Daniel Dines, and CFO Ashim Gupta, captioned In re UiPath, Inc.

Securities Litigation (the "2023 Securities Action").

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

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

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

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

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

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

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

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

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

The case was captioned Polilingua Limited v.

Daniel Dines, et al.

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

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

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

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

Botteri, et al.).

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

Stockholder Derivative Litigation case was voluntarily dismissed without prejudice.

On January 8, 2025, the Polilingua Limited v.

Daniel Dines, et al.

case was voluntarily dismissed without prejudice.

On February 5, 2025, the Ristea v.

Botteri, et al.

case was voluntarily dismissed.

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

The case was captioned Steiner v.

UiPath, et al .

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

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

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

The case was captioned Brunozzi v.

UiPath, et al .

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

UiPath et al .

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

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

The consolidated action is captioned In re UiPath, Inc.

On September 6, 2023, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against UiPath, then Co-CEO Daniel Dines ("Mr.

Dines"), and then CFO Ashim Gupta ("Mr.

Gupta"), captioned In re UiPath, Inc.

Securities Litigation (the "2023 Securities Action").

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

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

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

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

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

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

The complaint in this action was amended multiple times and the substance of the allegations is that, in 2021 and 2022, defendants made material misstatements and omissions, including regarding UiPath’s competitive position and its financial results, in violation of Section 11 and 15 of the Securities Act and Section 10(b), Rule 10b-5, and Section 20(a) of

Notes to Consolidated Financial Statements

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

The case is captioned Gera v.

UiPath, et al .

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

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

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

the Exchange Act.

The lawsuit is purportedly brought on behalf of a putative class of persons who purchased or otherwise acquired UiPath common stock between April 21, 2021 and September 27, 2022, and seeks unspecified monetary damages, costs and attorneys’ fees, and other unspecified relief as the Court deems appropriate.

On April 23, 2024, the defendants moved to dismiss the 2023 Securities Action, and on November 4, 2024, the Court dismissed all claims under the Securities Act, but allowed the case to proceed with respect to two statements relating to competition that the plaintiffs allege violated the Exchange Act.

On June 9, 2025, the plaintiff filed a third amended complaint to include two additional statements made by the defendants during the same 2021 and 2022 period, which plaintiff alleges were materially misleading.

On June 26, 2025, the defendants moved to dismiss the third amended complaint in its entirety, and on October 2, 2025, the Court granted the defendants' motion to dismiss.

On February 9, 2026, the plaintiff filed an appeal with the United States Court of Appeals for the Second Circuit with respect to the dismissal.

Starting on November 30, 2023, five purported shareholder derivative lawsuits were filed in various courts against UiPath, as a nominal defendant, Mr.

Gupta, and several of UiPath’s current and former directors, alleging that the individual defendants breached their fiduciary duties and committed other alleged misconduct in connection with the statements at issue in the 2023 Securities Action and by causing UiPath to repurchase shares at allegedly inflated prices.

As of February 5, 2025, all of these derivative lawsuits were voluntarily dismissed without prejudice.

On July 18, 2025, a new shareholder derivative lawsuit was filed in the District of Delaware against the same defendants alleging substantially similar claims.

This case is captioned Rudolph v.

("Rudolph") .

On November 19, 2025, the defendants moved to dismiss the Rudolph case in its entirety.

In response, on or about January 20, 2026, plaintiff filed an amended complaint, and on February 19, 2026, defendants again moved to dismiss the amended complaint in its entirety.

On June 20, 2024, a putative class action lawsuit was commenced in the United States District Court for the Southern District of New York against UiPath and select executives asserting claims under Sections 10(b) and 20(a) of the Exchange Act on behalf of a putative class of persons who purchased or acquired UiPath common stock, and purchasers of UiPath call options and sellers of put options, between December 1, 2023 and May 29, 2024 (the "2024 Securities Action").

Plaintiffs alleged that the defendants made material misstatements and omissions, including regarding UiPath's AI-powered Business Automation Platform and UiPath's strategy for, the success of, and customer demand for the platform, and sought unspecified monetary damages, costs and attorneys' fees, and other unspecified relief.

On January 21, 2025, the defendants moved to dismiss the amended complaint and on July 23, 2025, the Court granted the motion and dismissed the amended complaint in its entirety.

On September 12, 2025, the plaintiffs filed a second amended complaint alleging that former CEO Robert Enslin and Mr.

Gupta made material misstatements and omissions during the earnings calls and in company disclosures during a class period of December 1, 2023 to May 29, 2024, in violation of Section 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder.

On October 27, 2025, defendants moved to dismiss the second amended complaint in its entirety.

The two purported shareholder derivative lawsuits related to the 2024 Securities Action, filed in the United States District Court for the Southern District of New York on July 8, 2024 and April 27, 2025, respectively, are stayed pending further resolution of the 2024 Securities Action.

We have not recorded any accrual related to the aforementioned litigation matters as of January 31, 2026, as we believe a loss in these matters is neither probable nor estimable at this time.

4 unchanged sentences

Other Matters

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

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

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

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

Notably, our Romanian subsidiary was subjected to audits by the ANAF for VAT and corporate income tax for the periods from January 2020 through January 2022 and January 2018 through January 2022, respectively, which

Notes to Consolidated Financial Statements

were completed during the first quarter of fiscal year 2025.

With regard to the VAT audit, an assessment of $ 14.3 million has been issued.

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

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

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

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

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

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

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

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

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

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

The amount of the payment is included in other assets, non-current on our consolidated balance sheets as of January 31, 2026, and we have not recorded any estimated liability related to this litigation as of January 31, 2026, as we believe it is not probable that a material loss has been incurred.

Additionally, our Romanian subsidiary was selected for VAT audit for the period from February 2022 through April 2024.

The audit for the period from March 2024 through April 2024 has been finalized with $ 0.2 million refunded to us.

The audit for the period from February 2022 through February 2024 is currently suspended until the appeal of the aforementioned prior period assessment is resolved in court.

While the audit is ongoing and no official assessment has been issued, we estimate a possible loss of approximately $ 13.0 million.

We have not recorded any estimated liability related to this audit as of January 31, 2026, as we believe it is not probable that a material loss has been incurred.

Our Indian subsidiary is currently subject to GST inspection for the period from April 2021 through March 2024.

A preliminary inquiry for certain transactions with a GST amount of $ 48.7 million has been raised.

We have responded to all requests from the tax authority.

The inspection for the period from April 2018 through March 2021 has been dropped as the statute of limitation has lapsed.

We have not recorded any estimated tax liability related to this audit as of January 31, 2026, as we believe it is not probable that a material loss has been incurred.

Additionally, our Indian subsidiary has an open advance pricing agreement request with the Indian taxing authorities.

Although no formal assessment has been issued as of January 31, 2026, based on several discussions with the tax authorities, we recognized a reserve during fiscal year 2026 to reflect the exposure arising from the difference between the mark-ups currently applied and those expected to be proposed by the tax authorities.

The resulting tax and interest impact of $ 5.2 million is included in the computation of benefit from income taxes for the period.

Further, we are currently subject to various other audits, including sales and use tax audit of our U.S.

entity in New York State for the periods from March 2019 through February 2022 and December 2022 through May 2025 and VAT audits in various foreign jurisdictions.

We have not recorded any estimated tax liabilities related to these audits as of January 31, 2026, as we believe it is not probable that a material loss has been incurred.

For additional information regarding corporate income tax audits, refer to Note 13.

Income Taxes .

Non-Cancelab le Purchase Obligations

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

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

As of January 31, 2026, we had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows (in thousands):

8 unchanged sentences

Class A common stock is entitled to one vote per share and Class B common stock is entitled to thirty-five votes per share.

Stock Repurchase Program

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

Stock Repurchases

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

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

3 unchanged sentences

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

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

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

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

We repurchased 30.9 million shares of our Class A common stock at an average price of $ 10.92 per share during fiscal year 2026 (inclusive of brokerage commission), and 31.8 million shares of our Class A common stock at an average price of $ 12.30 per share during fiscal year 2025 (inclusive of brokerage commission) .

For fiscal year 2026 and 2025 , we accrued $ 1.4 million and $ 1.4 million, respectively, of related excise tax pursuant to the Inflation Reduction Act of 2022, which is included in the cost of treasury stock on our consolidated balance sheets.

Subsequent to January 31, 2026, between February 1, 2026 and February 11, 2026, we repurchased an additional 14.1 million shares of our Class A common stock at an average price of $ 12.11 per share, fulfilling the current stock repurchase authorization.

In March 2026, our board of directors authorized the repurchase of an additional $ 500.0 million of our Class A common stock.

Charitable Donations of Class A Common Stock

2 unchanged sentences

The aggregate fair values of the shares on the respective contribution dates of $ 4.2 million, $ 6.6 million, and $ 4.2 million were recorded within general and administrative expense in the consolidated statements of operations for fiscal years 2026, 2025, and 2024, respectively.

Notes to Consolidated Financial Statements

Conversion of Class B Common Stock to Class A Common Stock

During fiscal year 2026, 17.8 million shares of Class B common stock beneficially owned by CEO Daniel Dines were converted into Class A common stock in connection with a previously disclosed Rule 10b5-1 trading plan.

All remaining outstanding shares of Class B common stock continue to be beneficially owned by Mr.

Preferred Stock

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

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

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

No dividends have been declared by the board of directors from inception through January 31, 2026.

Notes to Consolidated Financial Statements

Accumulated Other Comprehensive Income (Loss)

Changes in the components of accumulated other comprehensive income (loss) were as follows during the periods presented (in thousands):

Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Marketable Securities

Accumulated Other Comprehensive Income (Loss)

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

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

Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Marketable Securities Accumulated Other Comprehensive Income (Loss)

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

Other comprehensive loss ( 14,012 ) ( 272 ) ( 14,284 )

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

Tax benefit 569 — 569

Balance as of January 31, 2025 $ ( 4,518 ) $ ( 372 ) $ ( 4,890 )

13 Equity Incentive Plans and Stock-Based Compensation

Other comprehensive income 41,672 717 42,389

Tax expense ( 898 ) — ( 898 )

Balance as of January 31, 2026 $ 36,256 $ 345 $ 36,601

Equity Plans and Stock-Based Compensation

2021 Stock Plan

7 unchanged sentences

In April 2021, prior to and in connection with the IPO, we adopted the ESPP.

As of January 31, 2025, t he ESPP authorizes the issuance of 27.2 million shares of our Class A common stock under purchase rights granted to our employees.

As of January 31, 2026, t he ESPP authorizes the issuance of 32.7 million shares of our Class A common stock under purchase rights granted to

Notes to Consolidated Financial Statements

our employees.

The number of shares of our Class A common stock reserved for issuance will automatically increase on February 1 of each year for a period of 10 years, which began on February 1, 2022 and continues through February 1, 2031, by the lesser of (1) 1 % of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31;

1 unchanged sentence

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

Notes to Consolidated Financial Statements

Outstanding Equity Awards

Stock Options

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

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

Stock options granted under the 2021 Plan generally vest over three to four years and are generally forfeited in case of termination of employment or service before the satisfaction of service-based vesting conditions.

Vested stock options generally expire three months after termination of employment and ten years from the date of grant.

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

Stock option activity during fiscal year 2026 was as follows:

Options Outstanding

Stock Options (in thousands) Weighted-Average

1 unchanged sentence

Remaining Contractual

Aggregate Intrinsic

Life (years) Aggregate Intrinsic

Value (in thousands)

11 unchanged sentences

The intrinsic value of stock options exercised during fiscal years 2026, 2025, and 2024 was $ 48.3 million, $ 58.5 million, and $ 93.2 million, respectively.

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

As of January 31, 2026, unrecognized compensation expense associated with unvested stock options granted and outstanding was $ 49.5 million, which is expected to be recognized over a weighted-average remaining period of 2.0 years.

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

5 unchanged sentences

Expected dividend yield 0.0 % 0.0 % 0.0 %

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

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

Early Exercised Options

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

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

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

Notes to Consolidated Financial Statements

of the associated options.

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

Proceeds are transferred to additional paid-in capital at the time of option vesting.

Restricted Stock Units

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

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

RSUs granted under th e 2021 Plan g enerally vest over three to four years and are generally forfeited in case of termination of employment or service before the satisfaction of service-based vesting conditions.

Notes to Consolidated Financial Statements

RSU activity during fiscal year 2026 was as follows:

9 unchanged sentences

The intrinsic value of RSUs released during fiscal years 2026, 2025, and 2024 was $ 178.8 million , $ 234.6 million, and $ 329.6 million, respectively.

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

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

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

As of January 31, 2026, unrecognized compensation expense associated with unvested RSUs was approximately $ 244.6 million, which is expected to be recognized over a weighted-average remaining period of 2.1 years.

Performance Stock Units

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

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

During fiscal year 2026 , we granted 0.7 million PSUs at a weighted-average grant date fair value of $ 11.23 .

These PSUs are subject to performance conditions related to the achievement of certain Company targets for fiscal year 2026 , with a potential payout ranging from 0 % to 150 % of the base number of PSUs awarded (with some PSUs having a maximum payout of 150 % and others having a maximum payout of 125 %).

To the extent that they are earned, these PSUs will vest over three years from the grant date.

No PSUs were granted during fiscal year 2025.

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

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

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

As of January 31, 2026 , total unrecognized compensation expense related to unvested PSUs expected to vest was approximately $ 5.6 million, which is expected to be recognized over a weighted-average remaining period of 2.2 years.

Employee Stock Purchase Plan Awards

6 unchanged sentences

Expected dividend yield 0.0 % 0.0 % 0.0 %

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

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

During fiscal year 2026, 1.4 million shares were purchased under the ESPP at a weighted average purchase pri ce of $ 11.15 pe r share.

As of January 31, 2026, total unrecognized compensation expense related to the ESPP was approximately $ 2.7 million, which is expected to be recognized over a weighted-average remaining period of 0.4 years.

Notes to Consolidated Financial Statements

Stock-Based Compensation Associated with Business Acquisition

At the closing of the acquisition of Re:infer on July 29, 2022, we issued 0.4 million shares of Class A common stock (outside of the 2021 Plan) to be released to certain employee sellers in equal installments on the first, second, and third anniversaries of the closing date, subject to employment-related clawback provisions.

As of January 31, 2025, total unrecognized compensation expense related to these shares was $ 1.3 million, which is to be recognized over a weighted-average remaining period of 0.5 years.

Stock-Based Compensation Expense

8 unchanged sentences

Total $ 290,676 $ 358,151 $ 371,955

14 Income Taxes

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

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

Year Ended January 31,

2 unchanged sentences

Foreign ( 28,705 ) 58,407 92,772

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

Income (loss) before income taxes $ 100,628 $ ( 78,100 ) $ ( 75,815 )

The components of the provision for income taxes are as follows for the periods presented (in thousands):

6 unchanged sentences

Total current expense $ 20,980 $ 15,388 $ 13,514

Deferred expense (benefit)

Deferred (benefit) expense

Federal ( 181,824 ) 593 —

State ( 23,534 ) — —

Foreign 2,676 ( 20,387 ) 554

Total deferred (benefit) expense $ ( 202,682 ) $ ( 19,794 ) $ 554

$ ( 19,794 ) $ 554 $ 861

Total (benefit from) provision for income taxes $ ( 181,702 ) $ ( 4,406 ) $ 14,068

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

Notes to Consolidated Financial Statements

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

The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for fiscal year 2026 (dollars in thousands):

Year Ended January 31,

Federal statutory income tax rate $ 21,132 21.0 %

state and local income taxes, net of federal income tax effect (1)

( 18,320 ) ( 18.2 ) %

Effect of cross-border tax laws:

Global intangible low-taxed income 20,106 20.0 %

Subpart F income 847 0.8 %

Federal research credit ( 1,400 ) ( 1.4 ) %

Change in valuation allowance ( 248,126 ) ( 246.6 ) %

Nontaxable or non-deductible items:

Non-deductible executive compensation 2,658 2.6 %

Stock-based compensation 11,757 11.7 %

Other 768 0.8 %

Other adjustments 40 — %

Foreign tax effects:

Statutory income tax rate differential 5,573 5.5 %

Nontaxable or non-deductible items:

Transfer pricing adjustment 4,671 4.6 %

Other 1,262 1.3 %

Excess R&D deductions ( 4,978 ) ( 4.9 ) %

Change in valuation allowance 10,668 10.6 %

Other adjustments 49 — %

India 1,159 1.2 %

Japan 753 0.7 %

Netherlands 1,380 1.4 %

Other foreign jurisdictions 776 0.8 %

Changes in unrecognized tax benefits 5,336 5.3 %

(Benefit from) provision for income taxes $ ( 181,702 ) ( 180.6 ) %

(1) New York State and New York City taxes constitute the majority of the tax effect in this category.

The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for fiscal years 2025 and 2024:

Year Ended January 31,

Federal statutory income tax rate 21.0 % 21.0 %

7 unchanged sentences

Effective income tax rate 5.6 % ( 18.6 ) %

Notes to Consolidated Financial Statements

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

14 unchanged sentences

Intangible assets ( 4,479 ) ( 1,431 )

Foreign exchange ( 34 ) ( 37 )

Right-of-use assets ( 10,886 ) ( 5,728 )

( 5,728 ) ( 8,957 )

Commissions ( 34,677 ) ( 30,871 )

Other ( 3,791 ) —

Depreciation and amortization ( 2,902 ) —

( 4,729 ) ( 3,825 )

Total deferred tax liabilities ( 57,673 ) ( 41,855 )

3 unchanged sentences

Net deferred tax assets $ 223,702 $ 24,166

Notes to Consolidated Financial Statements

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

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

4 unchanged sentences

$ 470,040 $ 17,314 $ ( 81,103 ) $ 406,251

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

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

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

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

For fiscal year 2026, we recorded a net decrease in valuation allowance of $ 255.7 million, which consists of a valuation allowance release of $ 204.9 million related to our U.S.

entity based on our reassessment of the amount of the U.S.

DTAs that are more likely than not to be realized, a net decrease of $ 58.5 million related to a decrease in net DTAs associated with our U.S.

and India entities, and a net increase of $ 7.7 million related to an increase in the net DTAs associated with our Romania and U.K.

For fiscal year 2025, we recorded a net decrease in valuation allowance of $ 63.8 million, driven by the release of the U.K.

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

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

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

As of January 31, 2026, based on the available positive and negative evidence, including the amount of taxable income in the U.S.

Notes to Consolidated Financial Statements

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

DTA is realizable.

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

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

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

Therefore, during fiscal year 2026, we released the $ 204.9 million valuation allowance associated with the U.S.

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

state and Romania DTAs as of January 31, 2026, because we believe based on our current evaluations that it is more likely than not that these DTAs will not be realized.

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

However, we may release our U.S.

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

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

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

5 unchanged sentences

As of January 31, 2026 and 2025, we had Romania NOLs of $ 697.3 million and $ 658.2 million, respectively, which begin expiring in 2027.

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

As of January 31, 2026 and 2025, we had Japan NOLs of none and $ 1.8 million, respectively, as all of the available NOLs have been used as of January 31, 2026.

Additionally, as of January 31, 2026 and 2025, we had U.K.

6 unchanged sentences

As of January 31, 2026, we have recorded a deferred tax liability of $ 4.7 million associated with the undistributed earnings of our foreign subsidiaries that we no longer intend to indefinitely reinvest.

The table below details our cash paid for income taxes, net of refunds received, by jurisdiction for fiscal year 2026 (in thousands):

Year Ended January 31,

state and local 120

Netherlands ( 755 )

Singapore 1,511

Total foreign 9,692

Total cash paid for income taxes, net of refunds $ 9,812

Notes to Consolidated Financial Statements

2 unchanged sentences

Beginning unrecognized tax benefits $ 60,175 $ 504

Additions for tax positions related to prior years

Additions based on current year tax positions 3,335 —

(Reductions) additions for tax positions related to prior years ( 34,289 ) 59,671

Ending unrecognized tax benefits $ 29,221 $ 60,175

$ 60,175 $ 504

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

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

As of January 31, 2026, we had a reserve for gross unrecognized tax benefits totaling $ 32.0 million (inclusive of penalties and interest) related to income taxes, of which $ 6.9 million would impact the effective tax rate if recognized.

Of this amount, $ 4.2 million pertains to uncertain tax positions, and the remainder relates to interest and penalties, which are accounted for as a component of our income tax provision.

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

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

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

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

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

6 unchanged sentences

Currently, our India subsidiary is appealing the corporate income tax assessment of $ 1.9 million for the audit period of April 2019 through March 2021.

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

It also has an open corporate income tax audit for the period from January 2018 through March 2024.

We expect that the advance pricing agreement with the Indian tax authorities will be finalized during fiscal year 2027 and as a result, all past tax disputes and litigation for the transfer pricing matters will be closed.

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

1 unchanged sentence

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

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

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

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

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

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

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

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

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

In addition, during fiscal year 2026, the bilateral transfer pricing agreement between the U.S.

and Romania has been finalized and signed, as the U.S.

and Romania tax authorities have reached a mutual agreement on the transfer pricing methodology for the Cost Contribution Agreement between our U.S entity and our Romania entity for taxable years ending January 31, 2023 through January 31, 2028.

The bilateral transfer pricing negotiations for our transfer pricing model between Japan and Romania are still underway, with the expectation of being finalized during the first half of fiscal year 2027, in line with the tax position we have adopted.

We file income tax returns in the U.S.

federal jurisdiction, various state jurisdictions, and various international jurisdictions.

federal jurisdiction, various U.S.

state jurisdictions, and various international jurisdictions.

Tax years 2022 and forward generally remain open for examination for federal and state tax purposes.

3 unchanged sentences

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

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

We assessed and concluded that

Various countries, including EU countries, U.K., Japan, and Australia, have implemented the Pillar Two rules to varying degrees.

We assessed and concluded that the Pillar

Notes to Consolidated Financial Statements

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

Two Model Rules do not have a significant impact on our consolidated financial statements for fiscal year 2026.

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

15 Net Loss Per Share

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

Net Income (Loss) Per Share

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

Year Ended January 31,

2026 2025 2024

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

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

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

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

Net loss per share, basic and diluted

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

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

Net income (loss) $ 282,330 $ ( 73,694 ) $ ( 89,883 )

Weighted-average shares used in computing net income (loss) per share, basic 538,125 559,933 563,855

Dilutive potential common shares from outstanding equity awards 6,735 — —

Weighted-average shares used in computing net income (loss) per share, diluted 544,860 559,933 563,855

Net income (loss) per share, basic $ 0.52 $ ( 0.13 ) $ ( 0.16 )

Net income (loss) per share, diluted $ 0.52 $ ( 0.13 ) $ ( 0.16 )

(1) Amounts presented under Class A and Class B columns in prior periods have been combined to conform with current year presentation.

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

Year Ended January 31,

2026 2025 2024

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

Unvested RSUs 9,545 30,239 36,878

5 unchanged sentences

Related Party Transactions

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

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

We determined at the inception of this arrangement that the LLC is a VIE of which we are not the primary beneficiary;

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

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

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

We have at times made use of an aircraft which is owned by Daniel Dines, our CEO, through a special purpose limited liability company and which is operated by a third-party aircraft management company.

Dines, through this special purpose limited liability company, bears all associated operating, personnel, and maintenance costs.

During fiscal year 2026, we incurred expenses of $ 2.6 million in connection with our business use of the aircraft.

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

Notes to Consolidated Financial Statements

Subsequent Events

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

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

On February 5, 2026, we acquired WorkFusion, Inc., a U.S.-based software company specializing in AI agents for financial crimes compliance.

Consideration consists of initial cash payments totaling approximately $ 149 million, reduced for certain closing adjustments, plus additional cash payments contingent on future performance.

This acquisition expands our portfolio of agentic AI-powered solutions for the financial services and banking industries.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data