8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2025

UiPath, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40348	47-4333187
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Vanderbilt Avenue, 60th Floor New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (844) 432-0455

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share	PATH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On March 12, 2025, UiPath, Inc. (“UiPath” or the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and full year fiscal 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and Item 9.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 2.05 Costs Associated with Exit or Disposal Activities.

As previously disclosed in the Current Report on Form 8-K filed by the Company on July 9, 2024 (the “July 2024 8-K”), the board of directors (the “Board”) of the Company approved restructuring actions to manage its operating expenses on July 8, 2024. The restructuring actions reflect efforts to reshape the organization by streamlining the Company’s structure, particularly in operational and corporate functions, better prioritizing the Company’s go-to-market investments, and focusing the Company’s research and development investments on artificial intelligence and driving innovation across the Company’s platform. In the July 2024 8-K, the Company estimated that it would incur total restructuring costs of approximately $17 million to $25 million, predominantly in cash expenditures, which were expected to be incurred by the first quarter of fiscal year 2026.

While the restructuring actions are substantially completed, on March 6, 2025, the Board approved modifications to the restructuring actions, as described in the July 2024 8-K, to (1) increase the total anticipated restructuring costs by $5 million, such that the high end of the anticipated costs will be $30 million; and (2) extend the time period in which the restructuring costs are incurred such that the costs are expected to be incurred by the end of the second quarter of fiscal year 2026.

The July 2024 8-K is hereby deemed amended and supplemented by the foregoing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements including, but not limited to, statements related to the estimated restructuring charges associated with and the time frame for completion of, and recognition of charges associated with, the Company’s restructuring actions. The statements are based on management’s current expectations, estimates, and projections, are not guarantees of future performance, and are subject to certain risks, uncertainties, and other factors, some of which are beyond the Company’s control and are difficult to predict, including, but not limited to, changes in the Company’s operating results and financial condition.

The forward-looking statements contained in this Current Report on Form 8-K are also subject to other risks and uncertainties, including those that will be described in the Company’s Annual Report on Form 10-K for the period ended January 31, 2025 to be filed with the United States Securities and Exchange Commission (the “SEC”), and other filings and reports that we have filed and may file from time to time with the SEC, which are available on the SEC’s website (http://www.sec.gov).

Stockholders of the Company are cautioned not to place undue reliance on the Company’s forward-looking statements, which speak only as of the date such statements are made. The Company does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this filing, or to reflect the occurrence of unanticipated events.

Item 8.01 Other Events

On March 12, 2025, the Company announced that Ice Vulcan Holding Limited, an entity controlled by Daniel Dines, our CEO, founder, and Chairman, adopted, on December 20, 2024, a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act to sell up to 5,000,000 shares of our Class A common stock, through October 16, 2025, subject to limit prices. In connection with the adoption of the trading plan, Mr. Dines will convert 5,000,000 shares of Class B common stock held by Ice Vulcan Holding Limited to shares of Class A common stock.

Mr. Dines entered into the trading plan as part of his personal long-term investment strategy for tax, asset diversification, and liquidity. The shares subject to the trading plan represent less than 5% of Mr. Dines’s holdings and he will continue to remain a significant controlling stockholder of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release, dated March 12, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UiPath, Inc.
By:	/s/ Brad Brubaker
	Chief Legal Officer and Secretary
Date:	March 12, 2025

EX-99.1

UiPath Reports Fourth Quarter and Full Year Fiscal 2025 Financial Results

Fourth Quarter Highlights

Revenue of $424 million increases 5 percent year-over-year

ARR of $1.666 billion increases 14 percent year-over-year

GAAP operating income of $34 million and non-GAAP operating income of $134 million

NEW YORK, NY – March 12, 2025 – UiPath, Inc. (NYSE: PATH), a leading enterprise automation and AI software company, today announced financial results for its fourth quarter and full year fiscal 2025 ended January 31, 2025.

“Fiscal 2025 was our most innovative year in recent history, introducing a wealth of new AI capabilities, and redefining the future of automation through our groundbreaking new products: Autopilot, Agent Builder, Agentic Orchestration, and Agentic Testing,” said Daniel Dines, UiPath Founder and Chief Executive Officer. “I am happy with the progress we made over the last several quarters, stabilizing our go-to-market organization, reinvigorating our commitment to customer-centricity, accelerating innovation, and deepening our relationships with strategic partners. As we enter fiscal year 2026, we are focused on continuing to innovate across our agentic roadmap, helping our customers derive value from their investments, and continuing to drive operational rigor across the organization.”

Fourth Quarter Fiscal 2025 Financial Highlights

•Revenue of $424 million increased 5 percent year-over-year.

•ARR of $1.666 billion as of January 31, 2025 increased 14 percent year-over-year.

•Net new ARR of $60 million.

•Dollar based net retention rate of 110 percent.

•GAAP gross margin was 85 percent.

•Non-GAAP gross margin was 87 percent

•GAAP operating income was $34 million.

•Non-GAAP operating income was $134 million.

•Net cash flow from operations was $146 million.

•Non-GAAP adjusted free cash flow was $145 million.

•Cash, cash equivalents, and marketable securities were $1.7 billion as of January 31, 2025.

Full Year Fiscal 2025 Financial Highlights

•Revenue of $1.430 billion increased 9 percent year-over-year.

•Net new ARR of $202 million.

•GAAP gross margin was 83 percent.

•Non-GAAP gross margin was 85 percent.

•GAAP operating loss was $(163) million.

•Non-GAAP operating income was $241 million.

•Net cash flow from operations was $321 million.

•Non-GAAP adjusted free cash flow was $328 million.

Business Acquisition

In a separate release issued today, UiPath announced the acquisition of Peak AI Limited (“Peak”), an AI-native agentic application company that focuses on accelerating AI adoption in sectors like retail and manufacturing to optimize product inventory and pricing, providing customers with tangible outcomes quickly and without the need for large, in-house tech teams. When combined with the UiPath Platform™,

Peak will represent the introduction of UiPath’s first vertically specialized agents that are optimized around industry-specific use cases, delivering incredible time-to-value and bigger outcomes to customers.

Financial Outlook

“I am pleased with our continued focus on operational excellence, achieving record non-GAAP operating margin and strong non-GAAP adjusted free cash flow generation,” said Ashim Gupta, UiPath Chief Operating and Financial Officer. “Over the last several weeks we have seen increasing global macro economic uncertainty, particularly in the U.S. public sector, and this uncertainty is reflected both in our fiscal first quarter and full year 2026 financial outlook.”

For the first quarter fiscal 2026, UiPath expects:

•Revenue in the range of $330 million to $335 million

•ARR in the range of $1.686 billion to $1.691 billion as of April 30, 2025

•Non-GAAP operating income of approximately $45 million

For the full year fiscal 2026, UiPath expects:

•Revenue in the range of $1.525 billion to $1.530 billion

•ARR in the range of $1.816 billion to $1.821 billion as of January 31, 2026

•Non-GAAP operating income of approximately $270 million

Reconciliation of non-GAAP operating income guidance to the most directly comparable GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity, and low visibility with respect to the charges excluded from this non-GAAP measure; in particular, the effects of stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our stock price. We expect the variability of the above charges to have a significant, and potentially unpredictable, impact on our future GAAP financial results.

Recent Business Highlights

•UiPath Launches Agentic Testing Solutions: UiPath launched its first solutions for the Agentic Testing category into private preview, disrupting a market sector that has manual, tedious approaches to software testing. UiPath is delivering Agentic Testing through two key offerings: UiPath Autopilot™ for testers and UiPath Agent Builder. Agent Builder gives users the tools to build their own agents, tailored specifically to their unique needs, while Autopilot™ for testers leverages a wide range of AI capabilities to boost testing from start to finish across the entire testing lifecycle. Together, Autopilot and Agent Builder form a powerful duo: built-in, customizable AI capabilities with Autopilot to get started fast, and the freedom and flexibility with Agent Builder to create exactly what a user needs to take testing to the next level.

•UiPath and Deloitte Strengthen Partnership by Jointly Launching an Agentic ERP Solution: UiPath and Deloitte expanded their partnership by jointly launching an Agentic ERP solution to integrate UiPath agentic automation with industry-leading ERP platforms. This solution will empower organizations to autonomously orchestrate end-to-end business process workflows, leveraging generative outputs, executing tasks without constant human intervention, and continuously improving through feedback loops.

•UiPath Unveils 2025 Agentic AI Report: the report, which surveyed U.S. IT executives, revealed that 90% of respondents have business processes that would be improved by agentic AI. It also found that 37% of respondents say they are already using agentic AI, and 93% are either extremely or very interested in exploring it.

•UiPath Named a Leader in Everest Group PEAK® Matrix report on Intelligent Automation: UiPath announced that it was positioned the highest in the Leader category in the inaugural Everest Group Intelligent Automation Platforms PEAK Matrix® Assessment 2024. The UiPath Platform™ is accelerating the shift toward agentic automation by combining AI, automation, and

orchestration, which gives agents the power to plan, work, and make decisions with minimal human oversight. The combination of robots and agents extends the scope and impact of automation.

•UiPath Opens AI Innovation Hub, Pioneering the Future of UK Business Transformation: UiPath unveiled its new AI Innovation Hub and office in London, a cutting-edge space dedicated to reshaping the future of business transformation. The AI Innovation Hub serves as a collaborative space to drive the latest in AI research, development, and business solutions in partnership with University College London and global technology leaders such as Microsoft, SAP, and AWS. Together, these partners will leverage UiPath’s resources to push the boundaries of AI research, develop transformative solutions, and equip the next generation of innovators with the tools they need to succeed in an AI-driven future.

•UiPath Showcases Agentic Automation for Healthcare Industry at ViVE Conference: UiPath exhibited at the ViVE 2025 healthcare technology conference in Nashville from February 17-19, 2025, to showcase how agentic automation is empowering healthcare organizations to streamline operations, improve outcomes, and unlock new levels of productivity. The combination of robots and agents extends the capabilities and impact of automation, leading to business growth and empowering healthcare organizations to allow employees to work on value-added projects, reduce burnout-inducing manual tasks, and improve patient care.

•UiPath Partners with United Arab Emirates AI Office Partners to further UAE Key National AI Strategy Objectives: UiPath announced a partnership with The Artificial Intelligence, Digital Economy and Remote Work Applications Office in the UAE government to advance agentic automation, a transformative approach to automation powered by AI. This collaboration will focus on developing AI-powered automation solutions across government entities while equipping UAE talent with critical AI skills. The initiative is aligned with the UAE National strategy for AI, which supports the UAE’s vision to become a global leader in AI by 2031.

Conference Call and Webcast

UiPath will host a conference call today, Wednesday, March 12, 2025, at 5:00 p.m. Eastern Time, to discuss the Company's fourth quarter and full year fiscal 2025 financial results and its guidance for the first quarter and full year fiscal 2026. To access this call, dial 1-201-689-8057 (domestic) or 1-877-407-8309 (international). The passcode is 13751756. A live webcast of this conference call will be available on the "Investor Relations" page of UiPath’s website (https://ir.uipath.com), and a replay will also be archived on the website for one year.

About UiPath

UiPath (NYSE: PATH) develops AI technology that mirrors human intelligence with ever-increasing sophistication, transforming how businesses operate, innovate, and compete. The UiPath Platform™ accelerates the shift toward a new era of agentic automation—one where agents, robots, people, and models integrate seamlessly to enable autonomous processes and smarter decision making. With a focus on security, accuracy, and resiliency, UiPath is committed to shaping a world where AI enhances human potential and revolutionizes industries. For more information, visit www.uipath.com.

Forward-Looking Statements

Statements we make in this press release may include statements which are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “possible,” “projects,” “outlook,” “seeks,” “should,” “will,” and variations of such words or similar expressions, including the negatives of these words or similar expressions.

We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are making this statement for purposes of complying with those safe harbor provisions.

These forward-looking statements include, but are not limited to, statements regarding: our financial guidance for the first fiscal quarter 2026 and the full fiscal year 2026; our ability to drive and accelerate future growth and operational efficiency and grow our platform, product offerings, and market opportunity; our business strategy; plans and objectives of management for future operations; the estimated addressable market opportunity for our platform and the growth of the enterprise automation market; the success of our platform and new releases including the incorporation of AI; the success of our collaborations with third parties; our customers’ behaviors and potential automation spend; and details of UiPath’s stock repurchase program. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to: our expectations regarding our revenue, annualized renewal run-rate (ARR), expenses, and other operating results; our ability to effectively manage our growth and achieve or sustain profitability; our ability to acquire new customers and successfully retain existing customers; the ability of the UiPath Platform™ to satisfy and adapt to customer demands and our ability to increase its adoption; our ability to grow our platform and release new functionality in a timely manner; future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements; the costs and success of our marketing efforts and our ability to evolve and enhance our brand; our growth strategies; the estimated addressable market opportunity for our platform and for automation in general; our reliance on key personnel and our ability to attract, integrate, and retain highly-qualified personnel and execute management transitions; our ability to obtain, maintain, and enforce our intellectual property rights and any costs associated therewith; the effect of significant events with macroeconomic impacts, including but not limited to military conflicts and other changes in geopolitical relationships and inflationary cost trends, on our business, industry, and the global economy; our reliance on third-party providers of cloud-based infrastructure; our ability to compete effectively with existing competitors and new market entrants, including new, potentially disruptive technologies; the size and growth rates of the markets in which we compete; and the price volatility of our Class A common stock.

Further information on risks that could cause actual results to differ materially from our guidance and other forward-looking statements can be found in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 to be filed with the United States Securities and Exchange Commission (SEC), and other filings and reports that we have filed and may file from time to time with the SEC. Any forward-looking statements contained in this press release are based on assumptions that we believe to be reasonable as of this date. Except as required by law, we assume no obligation to update these forward-looking statements.

Key Performance Metric

Annualized Renewal Run-rate (ARR) is the key performance metric we use in managing our business because it illustrates our ability to acquire new subscription customers and to maintain and expand our relationships with existing subscription customers. We define ARR as annualized invoiced amounts per solution SKU from subscription licenses and maintenance and support obligations assuming no increases or reductions in customers’ subscriptions. ARR does not include the costs we may incur to obtain such subscription licenses or provide such maintenance and support. ARR also does not reflect nonrecurring rebates payable to partners (upon establishing sufficient history of their nonrecurring nature), the impact of nonrecurring incentives (such as one-time discounts provided under sales promotional programs), and any actual or anticipated reductions in invoiced value due to contract non-renewals or service cancellations other than for certain reserves (for example those for credit losses or disputed amounts). ARR does not include invoiced amounts associated with perpetual licenses or professional services. ARR is not a forecast of future revenue, which is impacted by contract start and end dates and duration. ARR should be viewed independently of revenue and deferred revenue as ARR is an operating metric and is not intended to replace these items.

Dollar-based net retention rate represents the rate of net expansion of our ARR from existing customers over the preceding 12 months. We calculate dollar-based net retention rate as of a period end by starting with ARR from the cohort of all customers as of 12 months prior to such period end (Prior Period ARR). We then calculate the ARR from these same customers as of the current period end (Current Period ARR). Current Period ARR includes any expansion and is net of any contraction or attrition over the

preceding 12 months but does not include ARR from new customers in the current period. We then divide total Current Period ARR by total Prior Period ARR to arrive at dollar-based net retention rate. Dollar-based net retention rate may fluctuate based on the customers that qualify to be included in the cohort used for calculation and may not reflect our actual performance.

Investors should not place undue reliance on ARR or dollar-based net retention rate as an indicator of future or expected results. Our presentation of these metrics may differ from similarly titled metrics presented by other companies and therefore comparability may be limited.

Non-GAAP Financial Measures

Non-GAAP financial measures are financial measures that are derived from the consolidated financial statements, but that are not presented in accordance with generally accepted accounting principles in the United States (GAAP). This earnings press release includes financial measures defined as non-GAAP financial measures by the SEC, including non-GAAP cost of licenses, non-GAAP cost of subscription services, non-GAAP cost of professional services and other, non-GAAP gross profit and margin, non-GAAP sales and marketing expenses, non-GAAP research and development expenses, non-GAAP general and administrative expenses, non-GAAP operating income and margin, and non-GAAP net income and non-GAAP net income per share. These non-GAAP financial measures exclude:

•stock-based compensation expense;

•amortization of acquired intangibles;

•employer payroll tax expense related to employee equity transactions;

•restructuring costs;

•charitable donation of Class A common stock; and

•in the case of non-GAAP net income, release of valuation allowance on deferred tax assets and estimated tax adjustments associated with the add-back items, as applicable.

Additionally, this earnings release presents non-GAAP adjusted free cash flow, which is calculated by adjusting GAAP operating cash flows for the impact of purchases of property and equipment, cash paid for employer payroll taxes related to employee equity transactions, net payments/receipts of employee tax withholdings on stock option exercises, and cash paid for restructuring costs.

UiPath uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, by excluding the effects of items that do not reflect the ordinary earnings of our operations, and as a supplement to GAAP measures. UiPath believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing its financial results with other companies in UiPath’s industry, many of which present similar non-GAAP financial measures to investors. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, our financial performance measures prepared in accordance with GAAP. Further, our non-GAAP information may be different from the non-GAAP information provided by other companies. The information below provides a reconciliation of non-GAAP financial measures used in this earnings press release to the most directly comparable GAAP financial measures. We encourage investors to consider our GAAP results alongside our supplemental non-GAAP measures, and to review the reconciliation between GAAP results and non-GAAP measures that is included at the end of this earnings press release. This earnings press release and any future releases containing such non-GAAP reconciliations can also be found on the Investor Relations page of UiPath’s website at https://ir.uipath.com.

UiPath, Inc.
Condensed Consolidated Statements of Operations
in thousands, except per share data
(unaudited)
	Three Months Ended January 31,				Twelve Months Ended January 31,
	2025		2024		2025		2024
Revenue:
Licenses	$	197,609	$	219,985	$	587,162	$	621,392
Subscription services	215,221		176,038		801,947		649,918
Professional services and other	10,816		9,230		40,555		36,762
Total revenue	423,646		405,253		1,429,664		1,308,072
Cost of revenue:
Licenses	1,231		2,133		8,565		10,469
Subscription services	43,860		33,420		167,630		111,922
Professional services and other	19,443		17,797		70,747		73,533
Total cost of revenue	64,534		53,350		246,942		195,924
Gross profit	359,112		351,903		1,182,722		1,112,148
Operating expenses:
Sales and marketing	176,836		191,717		738,493		713,130
Research and development	99,670		85,639		380,682		332,101
General and administrative	48,997		59,452		226,116		231,637
Total operating expenses	325,503		336,808		1,345,291		1,276,868
Operating income (loss)	33,609		15,095		(162,569)		(164,720)
Interest income	12,167		15,217		49,422		57,130
Other income, net	8,848		6,284		35,047		31,775
Income (loss) before income taxes	54,624		36,596		(78,100)		(75,815)
Provision for (benefit from) income taxes	2,830		2,680		(4,406)		14,068
Net income (loss)	$	51,794	$	33,916	$	(73,694)	$	(89,883)
Net income (loss) per share, basic	$	0.09	$	0.06	$	(0.13)	$	(0.16)
Net income (loss) per share, diluted	$	0.09	$	0.06	$	(0.13)	$	(0.16)
Weighted-average shares used in computing net income (loss) per share, basic	550,948		567,428		559,933		563,855
Weighted-average shares used in computing net income (loss) per share, diluted	555,373		583,191		559,933		563,855

UiPath, Inc.
Condensed Consolidated Balance Sheets
in thousands
(unaudited)
	As of
	January 31, 2025		January 31, 2024
Assets
Current assets
Cash and cash equivalents	$	879,196	$	1,061,678
Restricted cash	438		438
Marketable securities	750,322		818,145
Accounts receivable, net of allowance for credit losses of $1,642 and $1,119, respectively	451,131		436,296
Contract assets	88,735		84,197
Deferred contract acquisition costs	82,461		74,678
Prepaid expenses and other current assets	86,276		104,980
Total current assets	2,338,559		2,580,412
Marketable securities, non-current	94,113		—
Contract assets, non-current	3,447		6,214
Deferred contract acquisition costs, non-current	139,341		154,317
Property and equipment, net	32,740		23,982
Operating lease right-of-use assets	66,500		56,072
Intangible assets, net	7,905		14,704
Goodwill	87,304		89,026
Deferred tax assets	27,963		4,678
Other assets, non-current	67,398		25,353
Total assets	$	2,865,270	$	2,954,758
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	33,178	$	3,447
Accrued expenses and other current liabilities	83,923		83,997
Accrued compensation and employee benefits	112,355		137,442
Deferred revenue	569,464		486,805
Total current liabilities	798,920		711,691
Deferred revenue, non-current	135,843		161,027
Operating lease liabilities, non-current	74,230		58,713
Other liabilities, non-current	10,515		7,213
Total liabilities	1,019,508		938,644
Commitments and contingencies
Stockholders' equity
Class A common stock	5		5
Class B common stock	1		1
Treasury stock	(494,779)		(102,615)
Additional paid-in capital	4,333,300		4,024,079
Accumulated other comprehensive (loss) income	(4,890)		8,825
Accumulated deficit	(1,987,875)		(1,914,181)
Total stockholders’ equity	1,845,762		2,016,114
Total liabilities and stockholders’ equity	$	2,865,270	$	2,954,758

UiPath, Inc.
Condensed Consolidated Statements of Cash Flows
in thousands
(unaudited)
	Twelve Months Ended January 31,
	2025		2024
Cash flows from operating activities
Net loss	$	(73,694)	$	(89,883)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	17,232		22,597
Amortization of deferred contract acquisition costs	92,089		75,471
Net accretion on marketable securities	(31,778)		(28,246)
Stock-based compensation expense	358,151		371,955
Charitable donation of Class A common stock	6,564		4,215
Non-cash operating lease expense	15,899		13,047
Provision for deferred income taxes	(19,794)		554
Other non-cash credits, net	(2,332)		(3,700)
Changes in operating assets and liabilities:
Accounts receivable	(22,173)		(64,217)
Contract assets	(3,991)		(14,694)
Deferred contract acquisition costs	(89,157)		(118,833)
Prepaid expenses and other assets	7,065		4,222
Accounts payable	27,856		(5,052)
Accrued expenses and other liabilities	9,235		11,804
Accrued compensation and employee benefits	(23,428)		(4,039)
Operating lease liabilities, net	(15,527)		(13,590)
Deferred revenue	68,348		137,471
Net cash provided by operating activities	320,565		299,082
Cash flows from investing activities
Purchases of marketable securities	(1,470,355)		(1,485,965)
Maturities of marketable securities	1,475,584		1,050,984
Purchases of property and equipment	(14,923)		(7,342)
Purchases of investments	(35,809)		—
Other investing, net	—		2,754
Net cash used in investing activities	(45,503)		(439,569)
Cash flows from financing activities
Repurchases of Class A common stock	(390,751)		(102,615)
Proceeds from exercise of stock options	8,032		6,740
Payments of tax withholdings on net settlement of equity awards	(77,930)		(112,067)
Net receipts (payments) of tax withholdings on sell-to-cover equity award transactions	99		(645)
Proceeds from employee stock purchase plan contributions	15,605		17,555
Payment of deferred consideration related to business acquisition	(5,570)		(5,863)
Net cash used in financing activities	(450,515)		(196,895)
Effect of exchange rate changes	(7,029)		(2,621)
Net decrease in cash, cash equivalents, and restricted cash	(182,482)		(340,003)
Cash, cash equivalents, and restricted cash - beginning of period	1,062,116		1,402,119
Cash, cash equivalents, and restricted cash - end of period	$	879,634	$	1,062,116

UiPath, Inc.
Reconciliation of GAAP Cost of Revenue, Gross Profit and Margin to Non-GAAP Cost of Revenue, Gross Profit and Margin
in thousands, except percentages
(unaudited)
	Three Months Ended January 31,						Twelve Months Ended January 31,
	2025			2024			2025			2024
GAAP cost of licenses	$	1,231		$	2,133		$	8,565		$	10,469
Less: Amortization of acquired intangible assets	262			848			2,747			3,371
Non-GAAP cost of licenses	$	969		$	1,285		$	5,818		$	7,098
GAAP cost of subscription services	$	43,860		$	33,420		$	167,630		$	111,922
Less: Stock-based compensation expense	4,800			3,972			19,401			14,750
Less: Amortization of acquired intangible assets	592			592			2,382			2,359
Less: Employer payroll tax expense related to employee equity transactions	157			201			448			434
Less: Restructuring costs	2,420			—			2,745			114
Non-GAAP cost of subscription services	$	35,891		$	28,655		$	142,654		$	94,265
GAAP cost of professional services and other	$	19,443		$	17,797		$	70,747		$	73,533
Less: Stock-based compensation expense	2,948			2,412			11,386			10,958
Less: Employer payroll tax expense related to employee equity transactions	71			146			188			327
Less: Restructuring costs	—			—			105			—
Non-GAAP cost of professional services and other	$	16,424		$	15,239		$	59,068		$	62,248
GAAP gross profit	$	359,112		$	351,903		$	1,182,722		$	1,112,148
GAAP gross margin	85		%	87		%	83		%	85		%
Plus: Stock-based compensation expense	7,748			6,384			30,787			25,708
Plus: Amortization of acquired intangible assets	854			1,440			5,129			5,730
Plus: Employer payroll tax expense related to employee equity transactions	228			347			636			761
Plus: Restructuring costs	2,420			—			2,850			114
Non-GAAP gross profit	$	370,362		$	360,074		$	1,222,124		$	1,144,461
Non-GAAP gross margin	87		%	89		%	85		%	87		%

UiPath, Inc.
Reconciliation of GAAP Operating Expenses, Income (Loss), and Margin to Non-GAAP Operating Expenses, Income and Margin
in thousands, except percentages
(unaudited)
	Three Months Ended January 31,						Twelve Months Ended January 31,
	2025			2024			2025			2024
GAAP sales and marketing	$	176,836		$	191,717		$	738,493		$	713,130
Less: Stock-based compensation expense	28,269			34,973			134,646			144,863
Less: Amortization of acquired intangible assets	271			679			1,428			2,706
Less: Employer payroll tax expense related to employee equity transactions	913			1,826			3,069			4,176
Less: Restructuring costs	5,525			(5)			15,452			1,376
Non-GAAP sales and marketing	$	141,858		$	154,244		$	583,898		$	560,009
GAAP research and development	$	99,670		$	85,639		$	380,682		$	332,101
Less: Stock-based compensation expense	36,750			29,517			132,757			117,965
Less: Employer payroll tax expense related to employee equity transactions	1,033			1,455			2,188			3,027
Less: Restructuring costs	1,190			—			3,058			387
Non-GAAP research and development	$	60,697		$	54,667		$	242,679		$	210,722
GAAP general and administrative	$	48,997		$	59,452		$	226,116		$	231,637
Less: Stock-based compensation expense	14,864			18,056			59,961			83,419
Less: Amortization of acquired intangible assets	37			41			154			164
Less: Employer payroll tax expense related to employee equity transactions	392			715			1,106			1,924
Less: Restructuring costs	(61)			—			3,366			749
Less: Charitable donation of Class A common stock	—			—			6,564			4,215
Non-GAAP general and administrative	$	33,765		$	40,640		$	154,965		$	141,166
GAAP operating income (loss)	$	33,609		$	15,095		$	(162,569)		$	(164,720)
GAAP operating margin	8		%	4		%	(11)		%	(13)		%
Plus: Stock-based compensation expense	87,631			88,930			358,151			371,955
Plus: Amortization of acquired intangible assets	1,162			2,160			6,711			8,600
Plus: Employer payroll tax expense related to employee equity transactions	2,566			4,343			6,999			9,888
Plus: Restructuring costs	9,074			(5)			24,726			2,626
Plus: Charitable donation of Class A common stock	—			—			6,564			4,215
Non-GAAP operating income	$	134,042		$	110,523		$	240,582		$	232,564
Non-GAAP operating margin	32		%	27		%	17		%	18		%

UiPath, Inc.
Reconciliation of GAAP Net Income (Loss) and GAAP Net Income (Loss) Per Share to Non-GAAP Net Income and Non-GAAP Net Income Per Share
in thousands, except per share data
(unaudited)
	Three Months Ended January 31,				Twelve Months Ended January 31,
	2025		2024		2025		2024
GAAP net income (loss)	$	51,794	$	33,916	$	(73,694)	$	(89,883)
Plus: Stock-based compensation expense	87,631		88,930		358,151		371,955
Plus: Amortization of acquired intangible assets	1,162		2,160		6,711		8,600
Plus: Employer payroll tax expense related to employee equity transactions	2,566		4,343		6,999		9,888
Plus: Restructuring costs	9,074		(5)		24,726		2,626
Plus: Charitable donation of Class A common stock	—		—		6,564		4,215
Less: Release of valuation allowance on deferred tax assets	(111)		—		(24,744)		—
Tax adjustments to add-backs	(7,543)		(830)		(3,352)		2,979
Non-GAAP net income	$	144,573	$	128,514	$	301,361	$	310,380
GAAP net income (loss) per share, basic	$	0.09	$	0.06	$	(0.13)	$	(0.16)
GAAP net income (loss) per share, diluted	$	0.09	$	0.06	$	(0.13)	$	(0.16)
GAAP weighted average common shares outstanding, basic	550,948		567,428		559,933		563,855
GAAP weighted average common shares outstanding, diluted	555,373		583,191		559,933		563,855
Non-GAAP weighted average common shares outstanding, basic	550,948		567,428		559,933		563,855
Plus: Dilutive potential common shares from outstanding equity awards	4,425		15,763		6,629		12,633
Non-GAAP weighted average common shares outstanding, diluted	555,373		583,191		566,562		576,488
Non-GAAP net income per share, basic	$	0.26	$	0.23	$	0.54	$	0.55
Non-GAAP net income per share, diluted	$	0.26	$	0.22	$	0.53	$	0.54

UiPath, Inc.
Reconciliation of GAAP Operating Cash Flow to Non-GAAP Adjusted Free Cash Flow
in thousands
(unaudited)
	Twelve Months Ended January 31,
	2025		2024
GAAP net cash provided by operating activities	$	320,565	$	299,082
Purchases of property and equipment	(14,923)		(7,342)
Cash paid for employer payroll taxes related to employee equity transactions	6,907		10,483
Net (receipts) payments of employee tax withholdings on stock option exercises	(3)		980
Cash paid for restructuring costs	15,283		6,180
Non-GAAP adjusted free cash flow	$	327,829	$	309,383

Investor Relations Contact

Allise Furlani

Investor.relations@uipath.com

UiPath

Media Contact

PR@uipath.com

UiPath

XML

Cover	Mar. 06, 2025
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 06, 2025
Entity Registrant Name	UiPath, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40348
Entity Tax Identification Number	47-4333187
Entity Address, Address Line One	One Vanderbilt Avenue, 60th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	844
Local Phone Number	432-0455
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.00001 per share
Trading Symbol	PATH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001734722