Screener / SEC EDGAR /CIK 0001734722 /10-K filed Mar 25, 2026, compared with Mar 24, 2025 /Numbers from the XBRL of the 10-Ks
NYSE Technology · Software

UiPath, Inc. PATH

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The 10-K against last year's

180 changes: 14 added, 19 removed, 138 reworded, 9 quiet changes

10-K Mar 25, 2026 vs Mar 24, 2025

10-K 0001734722-26-000012 (Mar 25, 2026) vs 10-K 0001734722-25-000007 (Mar 24, 2025) Not compared: Legal Proceedings, Accounting Policies.

Every paragraph, and how much of it changed

One bar per paragraph, in the order of the 10-K. Height and colour show the share of its words not in the closest paragraph a year earlier; the tallest bars are new paragraphs.

Risk Factors

313 paragraphs · 12 new · 141 reworded · 14 gone · 10-K Mar 25, 2026 against Mar 24, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 134 · 47% changed Every version of it
From time to time, we have undertaken and may continue to undertake internal restructuring activities in an effort to better align our resources with our business strategy. For example, we initiated a restructuring plan in July 2024. This follows an earlier restructuring plan we initiated in fiscal year 2023 2024 that was completed during the second quarter of fiscal year 2024. We incur substantial costs to implement 2026. This follows an earlier restructuring plans, and our restructuring activities may subject us to reputational risks and litigation risks and expenses. There can be no assurance that any restructuring activities that plan we have undertaken or undertake in the future will achieve the cost savings, operating efficiencies, or other benefits that we may initially expect. In addition, restructuring activities may result in loss of institutional knowledge and expertise, attrition beyond our intended reduction in force, or a negative impact on employee morale and productivity or our ability to attract highly skilled employees. Internal restructurings can also require a significant amount of time and focus from management and other employees, which may divert attention from commercial operations. If any internal restructuring activities we have undertaken or undertake in the future fail to achieve some or all of the expected benefits, our business, financial condition, and results of operations could be materially and adversely affected.
Paragraph 249 · 47% changed Every version of it
We are subject to the reporting requirements of the Exchange Act, SOX, the rules and regulations of the New York Stock Exchange, and other securities rules and regulations that impose various requirements on public companies. Our management and other personnel devote substantial time and resources to comply with these rules and regulations. Such compliance has increased and will regulations, which continue to increase our legal, accounting, and financial compliance costs and make some activities more difficult and time-consuming. SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to refine our disclosure controls and procedures, internal control over financial reporting, and other procedures that are designed to ensure that information required to be disclosed by us in our financial statements and in the reports that we file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. evolve.
Paragraph 149 · 46% changed Every version of it
Regulators in the United States such as the Department of Justice are also increasingly scrutinizing certain personal data transfers and have proposed and may enact certain data export restrictions and localization requirements, for requirements. For example, the Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons rule finalized Persons, which places additional restrictions on certain data transactions involving countries of concern (e.g., China, Russia, Iran) and covered individuals (i.e., individuals and entities who are designated as such by the Department U.S. Attorney General or considered "foreign persons" and are majority owned by, organized under the laws of, a primary resident in, or a contractor of, a covered person or country or concern, as applicable) that may impact certain business activities such as vendor engagements, employment of Justice in late 2024, enacting certain individuals, and investor agreements. Violation of the Biden Administration’s executive order Preventing Access rule could lead to Americans’ Bulk Sensitive Personal Data significant civil and United States Government-Related Data by Countries of Concern, which is due to go into effect April 8, 2025. criminal fines and penalties.
Paragraph 58 · 43% changed Every version of it
To increase our revenue, we must continue to attract new customers. Our success will depend to a substantial extent on the widespread adoption of our platform and products as an alternative to existing solutions, including as an alternative to traditional systems relying on manual tasks and processes. Many enterprises have invested substantial personnel and financial resources to integrate traditional human-driven processes into their business architecture and, therefore, may be reluctant or unwilling to migrate to an automation solution. Accordingly, the adoption of automation solutions may be slower than we anticipate. A large proportion of our target market still uses traditional systems relying on manual tasks and processes for the major part of their operations. This market may need further education on the value of automation solutions in general and our platform and products in particular, and on how to integrate them into current operations. A lack of education as to how our automation platform and solutions operate may cause potential customers to prefer more traditional methodologies or their limited, internally-developed automated processes, to be cautious about investing in our platform and products, or to have difficulty integrating our platform and products into their business architecture. If we are unable to educate potential customers and change the market’s readiness to accept our technology, we may experience slower than projected growth and our business, financial condition, and results of operations may be harmed.
Paragraph 65 · 42% changed Every version of it
Our competitors vary in size and in the breadth and scope of the products offered. Many of our competitors and potential competitors have greater name recognition, longer operating histories, more established customer relationships, larger marketing budgets, and greater resources than we do. Further, other potential competitors not currently offering competitive solutions may expand their product or service offerings to compete with our products and platform capabilities. For instance, a number of our potential competitors already have close, integrated relationships with our customers and potential customers for other service offerings. If any of these potential competitors were to provide an automation solution within their current service offerings as a single, integrated solution, our customers and potential customers may choose to adopt the integrated solution due to administrative ease or other factors that are outside our control. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources and product offerings in our addressable market. Our competitors may be able to respond more quickly and effectively than we can, to new or changing opportunities, technologies, standards, and customer requirements. An existing competitor or new entrant could introduce new technology that reduces demand for our products and platform capabilities. In addition to product and technology competition, we face pricing competition. Some of our competitors offer their on-premises or SaaS solutions at a lower price, which has resulted in, and may continue to result in, pricing pressures.
Paragraph 250 · 41% changed Every version of it
SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. In addition, they are designed to ensure that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. However, our current controls and any new controls we develop may become inadequate because of changes in conditions in our business. Additionally, to the extent that we acquire other businesses, the acquired company may not have a sufficiently robust system of internal controls and we may uncover new deficiencies. Weaknesses in our internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations, may result in a restatement of our financial statements for prior periods, may cause us to fail to meet our reporting obligations, could result in an adverse opinion regarding our internal control over financial reporting from our independent registered public accounting firm, and could lead to investigations or sanctions by regulatory authorities.
Paragraph 256 · 41% changed Every version of it
sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our financial statements may not include adequate accruals to cover such contingencies. Furthermore, we We are subject to periodic audits in the various jurisdictions in which we operate. We regularly assess the likelihood of an adverse outcome resulting from these audits audit outcomes to determine the adequacy of our accruals for taxes. Although we believe our estimates are reasonable, the final outcome of audits could differ materially differ from our expectations. Further, tax authorities are increasingly using data analytics and AI in audit activities, the use of which could increase the frequency or intensity of audits.
Paragraph 161 · 41% changed Every version of it
We and the third parties with whom we do business may be subject to a variety of evolving threats. These include but are not limited to; social-engineering attacks (including through deepfakes, which are difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing attacks, credential harvesting, personnel misconduct or error, ransomware attacks, supply chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, attacks enhanced or facilitated by AI, and other similar threats. In particular, severe ransomware attacks have become increasingly prevalent and can lead to significant interruptions in our operations, ability to provide our products or services, loss of sensitive data, loss of income, reputational harm, and diversion of resources. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, payments, for example, example as a result of applicable laws or regulations prohibiting such payments.

MD&A

94 paragraphs · 2 new · 50 reworded · 5 gone · 10-K Mar 25, 2026 against Mar 24, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 65 · 49% changed
We have financed operations since our inception primarily through customer payments and net proceeds from sales of equity securities. Our principal uses of cash in recent periods have been used to fund our operations, working capital requirements such as personnel and facilities costs, invest in capital expenditures, engage in various business and asset acquisitions, and, more recently, and repurchase shares of our Class A common stock. As of January 31, 2025 and 2024, our principal sources of liquidity were cash, cash equivalents, and
Paragraph 4 · 45% changed
Historically, we have grown our revenue and ARR significantly by helping customers adopt automation as a tool, process by process. process, to unlock human potential. Today, we continue to build on our automation platform builds upon this experience by providing our customers with a foundation and drive the evolution of AI-powered automation by inspiring customers to see automation more holistically, as not just a tool but as a whole new way of operating and innovating. for enterprise-scale agentic automation.
Paragraph 58 · 42% changed
Provision for Benefit from income taxes decreased increased by $18.5 $177.3 million for fiscal year 2025 2026 compared to fiscal year 2024, 2025, mainly driven by the tax benefit related to release of valuation allowance associated with our U.K. DTA, partially offset by tax expenses recognized related to U.S. entity, as well as period-over-period change in the changing proportion of our intent with respect to permanent reinvestment of foreign earnings. operating profits realized across jurisdictions.
Paragraph 15 · 40% changed
Internationally, we price our platform in currencies that may not be the functional currency. Accordingly, the heightened volatility of global markets has exposed us and will continue to expose us to foreign currency fluctuations, which may impact demand for our platform, our near-term results, comparison comparability of results to prior periods, and our ability to predict future results.
Paragraph 83 · 35% changed
Additionally, our stock repurchase program repurchases may represent a material use of cash depending upon the number of shares repurchased, which is ultimately discretionary. As of January 31, 2025, approximately $507.4 million remained of the $1,000.0 million authorized by our board of directors. The current authorization may be suspended or discontinued at any time and does not have a specified expiration date. Refer to Note 12, 11, Stockholders' Equity—Stock Repurchase Program Repurchases for further details.
Paragraph 50 · 33% changed
Total cost of revenue Research and development expense increased by $51.0 $4.5 million, or 26%, 1%, for fiscal year 2025 2026 compared to fiscal year 2024, 2025. The increase was primarily due attributable to a $55.7 million increase in cost of subscription services revenue, partially offset by a $2.8 million decrease in cost of professional services and other revenue. The increase in cost of subscription services revenue was primarily driven by a $25.1 million increase in third-party hosting and software services costs as a result of increased usage of our subscription services and a $23.1 $15.6 million increase in personnel-related expenses, costs, which included a $12.4 $16.3 million increase in salary-related and bonus expenses associated with both increased average headcount and merit increases, a $4.7 million increase in stock-based compensation expense, a $3.1 $2.2 million aggregate increase in employee insurance costs and employer payroll tax expense, taxes associated with higher headcount and merit increases, partially offset by a $2.6 $3.1 million increase decrease in employee termination benefits related due to reduced activity under our Fiscal Year 2025 Workforce Restructuring. Cost Restructuring, which was completed during the second quarter of subscription services revenue fiscal year 2026. This decrease was also impacted by a $6.9 million increase in costs associated with the use of third-party vendors. The decrease in cost of professional services and other revenue was primarily driven by a $3.8 million decrease in personnel-related expenses, largely related to lower salary-related and bonus expenses, partially offset by a $1.5 $10.8 million increase decrease in costs associated with the use of third-party subcontractors to deliver professional hosting and software services to our customers. costs.
Paragraph 52 · 30% changed
General and administrative expense decreased by $5.5 $11.8 million, or 2%, 5%, for fiscal year 2025 2026 compared to fiscal year 2024. 2025. This decrease was primarily attributable to a $19.7 $14.8 million decrease in personnel-related expenses, which included a $23.5 $13.1 million decrease in stock-based compensation expense and a $0.8 $2.0 million decrease in employer payroll tax expense related to employee equity transactions, partially offset by a $2.6 million increase in employee termination benefits related due to reduced activity under our Fiscal Year 2025 Workforce Restructuring and a $1.9 million increase in employee insurance costs. Restructuring, which was completed during the second quarter of fiscal year 2026. General and administrative expense was also impacted an $11.1 by a $5.0 million increase decrease in software service and implementation costs, a $2.7 $2.4 million increase decrease in charitable donation expense due to a credit loss recovery recorded in the prior comparable period, a $2.3 million increase in charitable donations mainly driven by the increased fair reduced value of our Class A common shares contributed to a donor-advised fund in the current year, and a $1.9 $1.2 million aggregate decrease in depreciation and amortization and rent expense. These decreases were partially offset by a $9.0 million increase in third-party consulting advisory and services fees, partially offset by including a $3.9 $5.5 million decrease increase in commercial insurance costs. legal advisory fees related to acquisitions, intellectual property, and other matters, and a $3.8 million increase in credit loss expense associated with specific reserves.
Paragraph 48 · 29% changed
Sales and marketing expense increased decreased by $25.4 $55.2 million, or 4%, 7%, for fiscal year 2025 2026 compared to fiscal year 2024. 2025. This increase decrease was primarily attributable to a $15.0 $76.0 million increase decrease in personnel-related expenses, which included a $14.1 $46.9 million increase decrease in stock-based compensation expense, a $15.8 million decrease in salary-related and bonus expenses, a $12.9 million decrease in employee termination benefits related due to reduced activity under our Fiscal Year 2025 Workforce Restructuring, which was completed during the second quarter of fiscal year 2026, and a $9.1 million increase in salary-related and bonus expenses, a $2.5 $2.1 million aggregate increase decrease in employee insurance costs and employer payroll taxes, and partially offset by a $0.5 $1.6 million increase in general employee severance, severance. This decrease was partially offset by a $10.2 $7.9 million decrease increase in stock-based compensation expense and third-party consulting fees, a $1.1 million decrease in employer payroll tax expense related to employee equity transactions. Sales and marketing was also impacted by a $10.7 $7.0 million increase in sales commissions as expense, a result of higher amortization of capitalized contract acquisition costs and a $4.7 $3.7 million increase in marketing expenses largely related to our Forward VII user conference. These increases were partially offset by expenses, and a $2.8 $2.7 million decrease increase in depreciation and amortization expense and a $1.1 million decrease in sales-related software expenses. expense.

A paragraph is matched with the one last year that shares the most of its words; under half in common makes it new. The paragraphs shown are the 8 reworded the most in each section.

The paragraph that changed most in each section

The redline

Marked against last year's 10-K: cut words struck through, new words highlighted.

MD&A258 words changed in this paragraph; it is 43% similar to last year's version.
Total cost of revenue increased by $51.0 $24.0 million, or 26%, 10%, for fiscal year 2025 2026 compared to fiscal year 2024, 2025, primarily due to a $55.7 $37.3 million increase in cost of subscription professional services revenue, partially offset by a $2.8 $10.0 million decrease in cost of subscription services revenue and a $3.2 million decrease in cost of licenses revenue. The increase in cost of professional services and other revenue. revenue was primarily driven by a $33.5 million increase in costs associated with the use of third-party subcontractors to deliver professional services to our customers. The increase decrease in cost of subscription services revenue was primarily driven by a $25.1 $22.1 million decrease in personnel-related expenses, which included an $11.1 million decrease in salary-related and bonus expenses associated with reduced headcount, a $5.7 million decrease in stock-based compensation expense, a $2.2 million decrease in employee termination benefits due to reduced activity under our Fiscal Year 2025 Workforce Restructuring, which was completed during the second quarter of fiscal year 2026, and a $1.7 million aggregate decrease in employee insurance costs and employer payroll taxes. This decrease was partially offset by a $10.1 million increase in third-party hosting and software services costs as a result of increased usage of our subscription services and a $23.1 million increase in personnel-related expenses, which included a $12.4 million increase in salary-related and bonus expenses associated with both increased average headcount and merit increases, a $4.7 million increase in stock-based compensation expense, a $3.1 million aggregate increase in employee insurance costs and employer payroll tax expense, and a $2.6 million increase in employee termination benefits related to our Fiscal Year 2025 Workforce Restructuring. Cost of subscription services revenue was also impacted by a $6.9 million increase in costs associated with the use of third-party vendors. services. The decrease in cost of professional services and other licenses revenue was primarily driven by a $3.8 $2.2 million decrease in personnel-related expenses, largely related to lower salary-related depreciation and bonus expenses, partially offset by amortization expense and a $1.5 $1.0 million increase decrease in costs associated with the use of third-party subcontractors to deliver professional software services to our customers. costs.

Source: Item 7, 10-K 0001734722-26-000012 vs Item 7, 10-K 0001734722-25-000007

Risk Factors171 words changed in this paragraph; it is 36% similar to last year's version.
From time to time, we have undertaken and may continue to undertake internal restructuring activities in an effort to better align our resources with our business strategy. For example, we initiated a restructuring plan in July 2024. This follows an earlier restructuring plan we initiated in fiscal year 2023 2024 that was completed during the second quarter of fiscal year 2024. We incur substantial costs to implement 2026. This follows an earlier restructuring plans, and our restructuring activities may subject us to reputational risks and litigation risks and expenses. There can be no assurance that any restructuring activities that plan we have undertaken or undertake in the future will achieve the cost savings, operating efficiencies, or other benefits that we may initially expect. In addition, restructuring activities may result in loss of institutional knowledge and expertise, attrition beyond our intended reduction in force, or a negative impact on employee morale and productivity or our ability to attract highly skilled employees. Internal restructurings can also require a significant amount of time and focus from management and other employees, which may divert attention from commercial operations. If any internal restructuring activities we have undertaken or undertake in the future fail to achieve some or all of the expected benefits, our business, financial condition, and results of operations could be materially and adversely affected.

Source: Item 1A, 10-K 0001734722-26-000012 vs Item 1A, 10-K 0001734722-25-000007

Sentences and paragraphs added, removed or reworded

Every change, by type

Sentences and paragraphs of PATH's Risk Factors and MD&A, 10-K Mar 25, 2026 against 10-K Mar 24, 2025. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word list

adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
that the expansion of and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could harm our business, financial condition, and results of operations.
Read it in 10-K Mar 25, 2026 at sec.gov
AddedRisk Factors
considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future. These developments further complicate our compliance efforts, and increase legal risk and compliance costs for us, the third parties with whom we do business, and our customers.
Read it in 10-K Mar 25, 2026 at sec.gov
AddedRisk Factors
It may be difficult and costly to detect, investigate, mitigate, contain, and remediate a security incident. Our efforts to do so may not be successful. Actions taken by us or the third parties with whom we do business to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business. Threat actors may also gain access to other networks and systems after a compromise of our networks and systems. For example, threat actors may use an initial compromise of one part of our environment to gain access to other parts of our environment, or leverage a compromise of our networks or systems to gain access to the networks or systems of third parties with whom we do business, such as through phishing or supply chain attacks.
Read it in 10-K Mar 25, 2026 at sec.gov
AddedRisk Factors
Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating, or otherwise violating our intellectual property rights. Any of the foregoing could adversely impact our business, financial condition, and results of operations.
Read it in 10-K Mar 25, 2026 at sec.gov
AddedRisk Factors
for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our current or future technologies or products.
Read it in 10-K Mar 25, 2026 at sec.gov
Show the other 56
AddedRisk Factors
We currently operate internationally, and a component of our growth strategy involves the further expansion of our operations and customer base internationally. Customers outside the U.S. generated 54% and 56% of our
Read it in 10-K Mar 25, 2026 at sec.gov
AddedRisk Factors
side agreement, which further clarify certain operational, transitional, and interaction rules. Despite this additional guidance, the timing, scope and manner of implementation of Pillar Two continue to vary by jurisdiction, and uncertainty remains regarding the extent to which U.S. tax rules will align with, diverge from, or interact with these regimes.
Read it in 10-K Mar 25, 2026 at sec.gov
RemovedRisk Factors
•global tensions and conflict in areas where we have customers or employees, and in surrounding areas, such as the Russian military operation in Ukraine, conflict in the Middle East, and rising tensions between China and Taiwan. Although our operations in Belarus, China, Israel, Ukraine, and Russia represent an immaterial portion of our business, individually and in the aggregate, such global and regional factors may have adversely impacted and could adversely impact our customers and employees; and
Read it in 10-K Mar 24, 2025 at sec.gov
RemovedRisk Factors
As of February 1, 2024, Robert Enslin (who had served alongside Daniel Dines as our Co-CEO since April 2022) assumed the role of our sole CEO. Mr. Dines assumed the newly-created role of Chief Innovation Officer, and continued to serve as the Executive Chairman of the board of directors. Effective June 1, 2024, Mr. Enslin resigned, and Mr. Dines again assumed the role of sole CEO, which he had held prior to April 2022.
Read it in 10-K Mar 24, 2025 at sec.gov
RemovedRisk Factors
We offer free trials and a free tier of our platform to drive awareness of our products, and encourage use and adoption. If these marketing strategies fail to lead to customers purchasing paid licenses, our ability to grow our revenue will be adversely affected.
Read it in 10-K Mar 24, 2025 at sec.gov
RemovedRisk Factors
To encourage awareness, use, and adoption of our platform and products, we offer a community edition and enterprise trial version of our software, each of which provides free, online access to certain of our products. This “try-before-you-buy” strategy may not be successful in driving developer education regarding or leading customers to purchase our products. Many users of our free tier may not lead to others within their organization purchasing and deploying our platform and products. To the extent that users do not become, or we are unable to successfully attract, paying customers, we will not realize the intended benefits of these marketing strategies and our ability to grow our revenue will be adversely affected.
Read it in 10-K Mar 24, 2025 at sec.gov
RemovedRisk Factors
Our continued growth depends in part on the ability of our existing and potential customers to continue to adopt and utilize our cloud-based products in conjunction with our platform. We outsource substantially all of the infrastructure relating to our cloud-based products to third-party hosting services. Customers of our cloud-based products expect to be able to access these products at any time, without material interruption or degradation of performance. Our cloud-based products depend on virtual cloud infrastructure hosted by third-party hosting services. UiPath protects these services by maintaining the configuration, architecture, features, and
Read it in 10-K Mar 24, 2025 at sec.gov
RemovedRisk Factors
Historically, we have experienced seasonality in new and renewal customer bookings, as typically we enter into a higher percentage of license agreements with new customers and renewals with existing customers in the fourth quarter of our fiscal year. We believe that this seasonality results from the procurement, budgeting, and deployment cycles of many of our customers, particularly our enterprise customers. While we believe that this seasonality has affected and will continue to affect our quarterly or annual results, we expect that this seasonality will become more pronounced as we continue to target larger enterprise customers and as our rapid growth begins to slow. Seasonal fluctuations in our sales means that our revenue may not be consistent from period to period. Accordingly, our quarterly or annual results should not be expected to be predictive of any future period.
Read it in 10-K Mar 24, 2025 at sec.gov
RemovedRisk Factors
(effective June 2023) will allow collective actions to be brought by a representative body against businesses if they breach legislation intended to protect EU consumers, including for data protection matters.
Read it in 10-K Mar 24, 2025 at sec.gov
RemovedRisk Factors
We rely on third-party service providers, sub-processors, and technologies to operate critical business systems to process sensitive information in a variety of contexts, including without limitation, third-party providers of
Read it in 10-K Mar 24, 2025 at sec.gov
RemovedRisk Factors
Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our
Read it in 10-K Mar 24, 2025 at sec.gov
RemovedRisk Factors
We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology, and other proprietary information and to maintain our competitive position. However, trade secrets and know-how can be difficult to protect. We seek to protect these trade secrets and other proprietary technology, in
Read it in 10-K Mar 24, 2025 at sec.gov
RewordedRisk Factors
Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations, may result in a restatement of our financial statements for prior periods, may cause us to fail to meet our reporting obligations, could result in an adverse opinion regarding our internal control over financial reporting from our independent registered public accounting firm, and could lead to investigations or sanctions by regulatory authorities.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedRisk Factors
Although we attempt to contractually limit our liability with respect to such indemnity obligations, we are not always successful successful, and may still incur substantial some of these indemnity provisions provide for uncapped liability related to them, and we may be required to cease use some survive termination or expiration of certain functions of our platform or products as a result of any such claims. the applicable agreement.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedRisk Factors
In addition, Further, our processes and controls may not comply with evolving standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by the SEC, state regulations, and other global regulatory requirements to which we may be subject, including SEC climate-related disclosure requirements and the EU's Corporate Sustainability Reporting Directive; metrics; such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedRisk Factors
We Although we have repurchased and may in the future repurchase shares of our Class A common stock to reduce dilution, we expect to continue to grant equity awards to employees and directors under our equity incentive plans. plans, which will result in dilution to all other stockholders.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedRisk Factors
In For example, in March 2025, we acquired Peak AI Limited, Peak, a U.K.-based software company offering an AI platform that provides pricing and inventory intelligence to customers in manufacturing and retail. retail, and in February 2026, we acquired WorkFusion, Inc., a U.S.-based software company specializing in AI agents for financial crimes compliance.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedRisk Factors
To the extent that fire, floods, unusual weather conditions, power loss, telecommunications failures, military actions, terrorist attacks, public health crises, and other events beyond our control materially impact our ability to operate those offices, our business operations as a whole may be materially affected.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedRisk Factors
This For example, during fiscal year 2026, we completed a multi-year implementation is of a new enterprise resource planning (ERP) system, a complex project with broad scope, scope in which we have invested and will continue to invest significant financial and human capital.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedRisk Factors
A lack of education as to how our automation platform and solutions operate may cause potential customers to prefer more traditional methodologies or their limited, internally-developed automated processes, to be cautious about investing in our platform and products, or to have difficulty integrating our platform and products into their business architecture.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedRisk Factors
Any sensitive information (including confidential, competitive, proprietary, or personal data) that we input into a third-party generative AI/ML AI or ML model could be leaked or disclosed to others, including if sensitive information is used to train the third party's AI or ML model.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedRisk Factors
For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedRisk Factors
Further, although we plan to may run our existing technology in parallel with the new ERP system technology for a period of time and to although we conduct extensive testing to ensure that the a new ERP system is operating as intended, we may encounter post-implementation disruptions to to, or difficulties in use of the of, new ERP information systems that could require us to incur additional costs, or could impair, among other things, our ability to record sales, process transactions, collect receivables, and produce timely and accurate historical and forecasted financial information, which could adversely impact our business, financial condition, and results of operations.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedRisk Factors
Although As such, we attempt to contractually limit our liability with respect to such indemnity obligations, we are not always successful and may still incur substantial liability related to them, such obligations, and we may be required to cease use of certain functions of our platform or products as a result of any such claims.
Read it in 10-K Mar 25, 2026 at sec.gov
Quiet changesRisk Factors
Because our a decision to issue securities in the future will would depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities.
Read it in 10-K Mar 25, 2026 at sec.gov
Quiet changesRisk Factors
In the future, we may be unable to identify suitable acquisition candidates and, even if we do, we may not be able to complete desired acquisitions on favorable terms, if at all.
Read it in 10-K Mar 25, 2026 at sec.gov
Quiet changesRisk Factors
Regulators are increasingly scrutinizing these statements, and if these policies, material, materials, or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences.
Read it in 10-K Mar 25, 2026 at sec.gov
Quiet changesRisk Factors
In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.
Read it in 10-K Mar 25, 2026 at sec.gov
AddedMD&A
Building upon decades of leadership in automation, UiPath is pioneering the evolution from rule-based automation to intelligent, agentic automation. 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, we support enterprises as they transition into a future where automation delivers on the full potential of AI to transform industries.
Read it in 10-K Mar 25, 2026 at sec.gov
AddedMD&A
Historically, we have experienced seasonality in new and renewal customer bookings, as typically we enter into a higher percentage of license agreements with new customers and renewals with existing customers in the second half of our fiscal year. We believe that this seasonality results from the procurement, budgeting, and deployment cycles of many of our customers, particularly our enterprise customers. Seasonal fluctuations in our sales mean that our revenue may not be consistent from period to period.
Read it in 10-K Mar 25, 2026 at sec.gov
RemovedMD&A
UiPath is at the forefront of technology innovation and thought leadership in automation, as the provider of an end-to-end platform that can help customers realize the true potential of digital transformation. The UiPath Platform™ leverages AI, ML, and NLP to empower automations that emulate human behavior, driving operational efficiencies and meaningful business outcomes without requiring significant changes to the organization's underlying technology infrastructure.
Read it in 10-K Mar 24, 2025 at sec.gov
RemovedMD&A
In October 2020, we entered into the Credit Facility with an available borrowing capacity of $200.0 million. We did not borrow under the Credit Facility at any time, and it was terminated in September 2023, shortly prior to its scheduled maturity date. Refer to Note 10, Credit Facility for further details.
Read it in 10-K Mar 24, 2025 at sec.gov
RewordedMD&A
The increase in cost of subscription services revenue was primarily driven by attributable to a $25.1 million increase in third-party hosting and software services costs as a result of increased usage of our subscription services and a $23.1 $15.6 million increase in personnel-related expenses, costs, which included a $12.4 $16.3 million increase in salary-related and bonus expenses associated with both increased average headcount and merit increases, a $4.7 million increase in stock-based compensation expense, a $3.1 $2.2 million aggregate increase in employee insurance costs and employer payroll tax expense, taxes associated with higher headcount and merit increases, partially offset by a $2.6 $3.1 million increase decrease in employee termination benefits related due to reduced activity under our Fiscal Year 2025 Workforce Restructuring. Restructuring, which was completed during the second quarter of fiscal year 2026.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedMD&A
General and administrative expense was also impacted an $11.1 by a $5.0 million increase decrease in software service and implementation costs, a $2.7 $2.4 million increase decrease in charitable donation expense due to a credit loss recovery recorded in the prior comparable period, a $2.3 million increase in charitable donations mainly driven by the increased fair reduced value of our Class A common shares contributed to a donor-advised fund in the current year, and a $1.9 $1.2 million increase in third-party consulting fees, partially offset by a $3.9 million aggregate decrease in commercial insurance costs. depreciation and amortization and rent expense.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedMD&A
Other income, expense, net increased by $3.3 $39.2 million, or 10%, 112%, for fiscal year 2025 2026 compared to fiscal year 2024, 2025, primarily due to a $6.6 $21.5 million increase in foreign currency transaction gains and a $1.9 million increase decrease in accretion of net discounts on marketable securities, partially offset by a $3.9 $13.9 million decrease increase in losses from foreign currency transactions, and a $4.1 million increase in legal expense related to shareholder litigation and a $1.6 million decrease in sublease income. litigation.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedMD&A
This decrease was primarily attributable to a $19.7 $14.8 million decrease in personnel-related expenses, which included a $23.5 $13.1 million decrease in stock-based compensation expense and a $0.8 $2.0 million decrease in employer payroll tax expense related to employee equity transactions, partially offset by a $2.6 million increase in employee termination benefits related due to reduced activity under our Fiscal Year 2025 Workforce Restructuring and a $1.9 million increase in employee insurance costs. Restructuring, which was completed during the second quarter of fiscal year 2026.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedMD&A
Net cash provided by operating activities for fiscal year 2024 2025 of $299.1 $320.6 million was driven by cash collections from our customers and interest income on our marketable securities, partially offset by cash payments for operating expenditures, primarily associated with the compensation of our teams, including fiscal year 2023 bonuses paid in the first quarter of fiscal year 2024 and employer payroll taxes related to employee equity transactions. securities.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedMD&A
Total revenue increased by $121.6 $180.9 million, or 9%, 13%, for fiscal year 2025 2026 compared to fiscal year 2024, primarily due to 2025, driven by a $152.0 $152.5 million increase in subscription services revenue partially offset by revenue, a $34.2 $19.2 million decrease increase in licenses revenue, related and a $9.2 million increase in part to the transition to our Flex Offerings. professional services and other revenue.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedMD&A
Net These cash provided by operating activities for fiscal year 2024 of $299.1 million was driven by cash collections from our customers and interest income on our marketable securities, inflows were partially offset by cash payments for operating expenditures, primarily associated with the compensation of our teams, including fiscal year 2023 2025 bonuses paid in the first quarter of fiscal year 2024 and employer payroll taxes related to employee equity transactions. 2026.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedMD&A
Net cash used in investing activities for fiscal year 2025 2026 of $45.5 $22.5 million was primarily driven by a $35.8 net payment of $24.8 million investment in connection with the H company and $14.9 acquisition of Peak, $19.0 million in capital expenditures, expenditures primarily related to leasehold improvements, and $15.4 million in other investing outflows, partially offset by $5.2 $36.8 million in net maturities of marketable securities.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedMD&A
Provision for Benefit from income taxes decreased increased by $18.5 $177.3 million for fiscal year 2025 2026 compared to fiscal year 2024, 2025, mainly driven by the tax benefit related to release of valuation allowance associated with our U.K. U.S. entity, as well as period-over-period change in the proportion of operating profits realized across jurisdictions.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedMD&A
Net These cash provided by operating activities for fiscal year 2024 of $299.1 million was driven by cash collections from our customers and interest income on our marketable securities, inflows were partially offset by cash payments for operating expenditures, primarily associated with the compensation of our teams, including fiscal year 2023 2024 bonuses paid in the first quarter of fiscal year 2024 2025 and employer payroll taxes related to employee equity transactions.
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedMD&A
Sales and marketing 42% 52% 55% Research and development 24% 27% 25% General and administrative 13% 15% 18% Total operating expenses 79% 94% 98% Operating loss income (loss) 4% (11)% (13)% Interest income 3% 4% 3% Other (expense) income, net —% 3% 3% Loss Income (loss) before income taxes 7% (5)% (6)% (Benefit from) provision for income taxes (11)% —% 1% Net loss income (loss) 18% (5)% (7)%
Read it in 10-K Mar 25, 2026 at sec.gov
RewordedMD&A
Net cash used in financing activities for fiscal year 2025 2026 of $450.5 $372.4 million was primarily driven by $390.8 $329.1 million in repurchases of Class A common stock under our stock repurchase program, $77.9 program and $59.1 million in payments of tax withholdings on net settlement of equity awards, and $5.6 million loan note payment on the second anniversary of the acquisition of Re:infer, partially offset by $15.6 $14.9 million in proceeds from ESPP contributions and $8.0 $1.1 million in proceeds from stock option exercises.
Read it in 10-K Mar 25, 2026 at sec.gov
Quiet changesMD&A
On September 1, 2023, our board of directors authorized a stock repurchase program, pursuant to which we may could repurchase from time to time up to $500.0 million of our outstanding shares of Class A common stock.
Read it in 10-K Mar 25, 2026 at sec.gov

Sources

The two latest 10-Ks on EDGAR, section by section. Each change links to the text at sec.gov.

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New risk factors: paragraphs with nothing like them last year, quoted in full.

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