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
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AddedRisk Factors
•heightened risk or perceived risk related to privacy and data security in specific countries;
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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.
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AddedRisk Factors
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.
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RemovedRisk Factors
•expand the functionality and use cases for the products we offer on our platform;
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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
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RemovedRisk Factors
Changes in our management structure and in senior leadership could affect our business and financial results.
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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.
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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.
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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.
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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
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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.
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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.
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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
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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
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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
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Quiet changesRisk Factors
Additionally, many some members of our management team have been with us for a short period of time.
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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.
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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.
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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.
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Quiet changesRisk Factors
Accordingly, we must incur significant operational costs to support our ongoing compliance with anti-bribery and anti-corruption laws at all levels of our business.
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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.
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Quiet changesRisk Factors
Such royalties are a component of the cost of our products or services and may affect impact the margins on our products and services.
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Quiet changesRisk Factors
Our However, our current controls and any new controls we develop may become inadequate because of changes in conditions in our business.
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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.
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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.
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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.
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RemovedMD&A
•Gross margin was 83% for fiscal year 2025, compared to 85% for fiscal year 2024.
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RemovedMD&A
products represent stand-ready obligations for which revenue is recognized ratably over the term of the arrangements.
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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.
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RemovedMD&A
Net receipts (payments) of employee tax withholdings on stock option exercises 3 (980)
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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)%
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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.
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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.
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