Form 8-K

8-K — UiPath, Inc.

Accession: 0001734722-26-000037

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0001734722

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — path-20260528.htm (Primary)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

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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): May 28, 2026

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 May 28, 2026, UiPath, Inc. (“UiPath” or the “Company”) issued a press release announcing its financial results for the fiscal first quarter 2027. 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 8.01 Other Events.

On May 28, 2026, the Company announced that IceVulcan Investments Ltd., an entity controlled by Daniel Dines, our CEO, founder, and Chairman, adopted, on April 15, 2026, a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act to sell up to 2,975,000 shares of our Class A common stock, through October 14, 2026, subject to limit prices.

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 May 28, 2026

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: May 28, 2026

EX-99.1

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Document

UiPath Reports First Quarter Fiscal 2027 Financial Results

Revenue of $418 million increased 17 percent year-over-year

ARR of $1.901 billion increased 12 percent year-over-year

GAAP operating income of $28 million and non-GAAP operating income of $92 million

NEW YORK, NY – May 28, 2026 – UiPath, Inc. (NYSE: PATH), a global leader in business orchestration and automaton, today announced financial results for its first quarter fiscal 2027 ended April 30, 2026.

"We delivered a strong start to the fiscal year, with ARR growing 12 percent year-over-year to $1.901 billion,” said Daniel Dines, UiPath Founder and Chief Executive Officer. "One year into general availability, our agentic products are moving from pilot to production, with customers standardizing on UiPath as the orchestration and automation execution layer for their enterprise AI transformation. The launch of UiPath for Coding Agents marks the next step in that journey, accelerating time to value, and driving the deeper platform adoption that reinforces our position as the long-term business orchestration and automation platform for enterprise AI.”

First Quarter Fiscal 2027 Financial Highlights

•Revenue of $418 million increased 17 percent year-over-year.

•ARR of $1.901 billion as of April 30, 2026 increased 12 percent year-over-year.

•Net new ARR of $49 million.

•Dollar based net retention rate of 109 percent.

•GAAP gross margin was 82 percent.

•Non-GAAP gross margin was 83 percent.

•GAAP operating income was $28 million.

•Non-GAAP operating income was $92 million.

•Net cash flow from operations was $132 million.

•Non-GAAP adjusted free cash flow was $130 million.

•Cash, cash equivalents, and marketable securities were $1.42 billion as of April 30, 2026.

“I am pleased with our first quarter results, exceeding our guidance across all key financial metrics,” said Ashim Gupta, UiPath Chief Operating Officer and Chief Financial Officer. “We also achieved first quarter GAAP profitability for the first time in company history, demonstrating our continued operational discipline across the business. The momentum we are seeing in our business orchestration and automation platform reinforces our confidence in both our strategy and long-term opportunity.”

Financial Outlook

For the second quarter fiscal 2027, UiPath expects:

•Revenue in the range of $395 million to $400 million

•ARR in the range of $1.929 billion to $1.934 billion as of July 31, 2026

•Non-GAAP operating income of approximately $75 million

For the full year fiscal 2027, UiPath expects:

•Revenue in the range of $1.776 billion to $1.781 billion

•ARR in the range of $2.058 billion to $2.063 billion as of January 31, 2027

•Non-GAAP operating income of approximately $430 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

•Launched Native Integration for Coding Agents Across UiPath’s Business Orchestration and Automation Platform: UiPath announced UiPath for Coding Agents, a platform-wide integration enabling every coding agent to become enterprise deployable, an industry first. By combining coding agents with the visual orchestration of the UiPath platform, builders of any technical level can create, test, deploy, operate, and govern enterprise automations through a natural language conversation with their coding agent of choice.

•Launched Purpose-Built Agentic Solutions Across Key Industries: UiPath unveiled a portfolio of new agentic AI solutions designed to automate complex operational workflows across finance, retail, manufacturing, and financial services. New solutions span purchase-to-pay, merchandising, commercial pricing, inventory management, financial crime compliance, and loan origination, embedding AI agents and end-to-end orchestration above existing systems of record to improve operational efficiency, reduce processing costs, and deliver better customer and borrower experiences.

•Launched New Agentic-Led Software Testing Capability through Deloitte’s ASCEND Delivery Platform: UiPath announced an expanded collaboration with Deloitte to accelerate software development, testing and deployment for global organizations. This joint solution is designed to transform how testing teams operate by automating manual, repetitive tasks such as test design and reducing maintenance with self-healing execution by combining enterprise-ready agentic testing capabilities on Deloitte Ascend™, its engineering and service delivery platform, and UiPath Test Cloud.

•Announced Partnership with Databricks: UiPath announced that it is a validated technology partner of Databricks, the Data and AI company. This partnership introduces tailored integrations designed to bring intelligence, automation, and AI together to power the next generation of intelligent business operations. The integrations connect the UiPath Platform™ with the Databricks platform, enabling enterprises to move from data insights to automated action within business processes.

•Announced Availability of AI Document Processing Solution in Google Cloud Marketplace with Gemini-Powered Automation: UiPath announced that UiPath Intelligent Xtraction and Processing (IXP) is now available on Google Cloud Marketplace and that Gemini will become the default third-party model for new IXP projects, enabling customers to process longer, more complex documents with greater speed and accuracy.

•Unveiled Availability of AI-Powered Orchestration and CX Automation on Salesforce AgentExchange: UiPath launched UiPath CX Companion and UiPath Maestro Connector on AgentExchange, Salesforce’s marketplace for the agentic era that brings together the rich ecosystem of AppExchange, Slack, and Agentforce into one experience. UiPath CX Companion and UiPath Maestro Connector, currently available on AgentExchange, enable enterprises to bring AI-powered automation and orchestration into agent-driven workflows across Salesforce and other enterprise systems – helping to eliminate friction between systems, manual processes, and disconnected data so teams can focus on outcomes instead of time-consuming tasks.

•Collaborated with Microsoft to Accelerate Security and Confidence for Automated Workflows: UiPath announced a new security automation capability, built in collaboration with Microsoft, to help organizations accelerate security operations when applying automation to business workflows. The solution automates threat detection, enrichment, and response workflows across Microsoft Defender for Cloud, Microsoft Sentinel, and integrated Microsoft threat intelligence.

•UiPath Named a Leader in The Forrester Wave™: UiPath was named a Leader in The Forrester Wave™: Document Mining and Analytics Platforms, Q2 2026, earning the highest possible marks in criteria including for agentic AI operations and architecture, agentic AI

functionality, and agentic AI integration, delivering governed agent execution with user-reviewable plans and OpenTelemetry/OpenTelemetry Protocol (OTEL/OTLP)-compliant tracing and auditability.

•WorkFusion, a UiPath company, Won the 2026 FinTech Breakthrough Award for AML Solution of the Year: WorkFusion, a UiPath Company and pioneer in AI agents for financial crime compliance, announced that Tara, Transaction Screening Alert AI Agent, was selected as winner of the “AML Solution of the Year” award in the 10th annual FinTech Breakthrough Awards. Sponsored by FinTech Breakthrough, an independent market intelligence organization, the FinTech Breakthrough Awards recognize the top companies, technologies and products in the global FinTech market today.

•Expanded Strategic Alliance with Deloitte to Launch Agentic ERP: UiPath expanded its alliance with Deloitte through the launch of Deloitte’s Agentic ERP offering. The offering helps organizations modernize and optimize complex ERP environments using agentic automation and end-to-end process orchestration powered by UiPath Maestro™, reducing manual work and accelerating the shift from assisted automation to more autonomous execution at scale.

Conference Call and Webcast

UiPath will host a webcast today, Thursday, May 28, 2026, at 5:00 p.m. Eastern Time, to discuss the Company's first quarter fiscal 2027 financial results and its guidance for the second quarter and full year fiscal 2027. The live webcast and replay details of the event will be available on the "Investor Relations" page of UiPath's website at https://ir.uipath.com.

Forrester Disclaimer:

Forrester does not endorse any company, product, brand, or service included in its research publications and does not advise any person to select the products or services of any company or brand based on the ratings included in such publications. Information is based on the best available resources. Opinions reflect judgment at the time and are subject to change. This report is part of a broader collection of Forrester resources, including interactive models, frameworks, tools, data, and access to analyst guidance. For more information, read about Forrester’s objectivity at https://www.forrester.com/about-us/objectivity/.

About UiPath

UiPath (NYSE: PATH) is a leader in business orchestration and automation, trusted by organizations worldwide to transform enterprise complexity into intelligent, secure operations where AI agents reason, robots act, and people lead. Built for the modern enterprise and the world's most regulated industries, UiPath integrates automation, orchestration, AI, and testing into governed, scalable workflows—unlocking innovation at the speed of business while delivering the controls and compliance enterprise leaders demand. Visit www.uipath.com for more information.

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 “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” 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 second fiscal quarter 2027 and the full fiscal year 2027; 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 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, including integration of artificial intelligence and machine learning technologies and capabilities; our ability to responsibly develop and use AI technologies in compliance with evolving legal and regulatory requirements; 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 orchestration and 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, changes in international trade policies, 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 and large language models; 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, 2026, filed with the United States Securities and Exchange Commission (SEC) on March 25, 2026, and other filings and reports that we 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 condensed 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;

•change in fair value of contingent consideration; 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 April 30,

2026 2025

Revenue:

Licenses $ 149,309 $ 128,286

Subscription services 252,903 217,303

Professional services and other 16,170 11,035

Total revenue 418,382 356,624

Cost of revenue:

Licenses 1,664 1,268

Subscription services 43,988 38,468

Professional services and other 31,276 24,121

Total cost of revenue 76,928 63,857

Gross profit 341,454 292,767

Operating expenses:

Sales and marketing 167,859 159,661

Research and development 92,902 94,839

General and administrative 52,706 54,679

Total operating expenses 313,467 309,179

Operating income (loss)

27,987 (16,412)

Interest income 10,401 12,648

Other income (expense), net

2,580 (15,964)

Income (loss) before income taxes 40,968 (19,728)

Provision for income taxes 18,443 2,827

Net income (loss) $ 22,525 $ (22,555)

Net income (loss) per share, basic $ 0.04 $ (0.04)

Net income (loss) per share, diluted

$ 0.04 $ (0.04)

Weighted-average shares used in computing net income (loss) per share, basic 523,584 548,451

Weighted-average shares used in computing net income (loss) per share, diluted

527,818 548,451

UiPath, Inc.

Condensed Consolidated Balance Sheets

in thousands

(unaudited)

As of

April 30, January 31,

2026 2026

Assets

Current assets

Cash and cash equivalents $ 632,195 $ 871,157

Restricted cash 1,475 438

Marketable securities 675,049 601,329

Accounts receivable, net of allowance for credit losses of $5,468 and $5,222, respectively

299,999 488,265

Contract assets 110,235 92,440

Deferred contract acquisition costs 86,624 84,739

Prepaid expenses and other current assets 112,785 105,577

Total current assets 1,918,362 2,243,945

Marketable securities, non-current 108,502 216,990

Contract assets, non-current 2,923 1,946

Deferred contract acquisition costs, non-current 155,232 153,708

Property and equipment, net 45,585 46,014

Operating lease right-of-use assets 66,420 64,472

Intangible assets, net 100,120 19,989

Goodwill 185,695 125,310

Deferred tax assets 249,522 233,401

Other assets, non-current 72,339 73,425

Total assets $ 2,904,700 $ 3,179,200

Liabilities and stockholders' equity

Current liabilities

Accounts payable $ 19,699 $ 10,161

Accrued expenses and other current liabilities 178,692 170,496

Accrued compensation and employee benefits 61,203 121,029

Deferred revenue 572,072 603,737

Total current liabilities 831,666 905,423

Deferred revenue, non-current 86,173 103,568

Operating lease liabilities, non-current 71,991 70,940

Other liabilities, non-current 11,905 16,682

Total liabilities 1,001,735 1,096,613

Commitments and contingencies

Stockholders' equity

Class A common stock 5 5

Class B common stock 1 1

Treasury stock (1,069,595) (833,905)

Additional paid-in capital 4,628,200 4,585,430

Accumulated other comprehensive income 27,374 36,601

Accumulated deficit (1,683,020) (1,705,545)

Total stockholders’ equity 1,902,965 2,082,587

Total liabilities and stockholders’ equity $ 2,904,700 $ 3,179,200

UiPath, Inc.

Condensed Consolidated Statements of Cash Flows

in thousands

(unaudited)

Three Months Ended April 30,

2026 2025

Cash flows from operating activities

Net income (loss)

$ 22,525 $ (22,555)

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

Depreciation and amortization 7,509 3,253

Amortization of deferred contract acquisition costs 24,116 21,324

Net accretion on marketable securities

(701) (3,630)

Stock-based compensation expense 53,310 76,361

Charitable donation of Class A common stock 3,015 4,187

Non-cash operating lease expense

4,317 3,377

Provision for deferred income taxes 11,391 640

Change in fair value of contingent consideration 2,446 —

Other non-cash (credits) charges, net (829) 12,704

Changes in operating assets and liabilities:

Accounts receivable 194,865 197,443

Contract assets (13,977) (9,460)

Deferred contract acquisition costs (26,645) (13,954)

Prepaid expenses and other assets (12,870) (13,074)

Accounts payable 9,390 (15,025)

Accrued expenses and other liabilities (24,991) 12,352

Accrued compensation and employee benefits (61,062) (72,534)

Operating lease liabilities, net (4,458) (2,146)

Deferred revenue (55,423) (60,261)

Net cash provided by operating activities 131,928 119,002

Cash flows from investing activities

Purchases of marketable securities (154,971) (153,353)

Maturities of marketable securities 189,592 111,083

Purchases of property and equipment (2,684) (12,832)

Payments related to business acquisitions, net of cash acquired (149,403) (24,821)

Other investing, net 4,625 —

Net cash used in investing activities

(112,841) (79,923)

Cash flows from financing activities

Repurchases of Class A common stock (243,796) (227,525)

Proceeds from exercise of stock options 349 302

Payments of tax withholdings on settlement of equity awards

(12,770) (12,195)

Proceeds from employee stock purchase plan contributions 4,026 4,214

Net cash used in financing activities (252,191) (235,204)

Effect of exchange rate changes (4,821) 17,570

Net decrease in cash, cash equivalents, and restricted cash (237,925) (178,555)

Cash, cash equivalents, and restricted cash - beginning of period 871,595 879,634

Cash, cash equivalents, and restricted cash - end of period $ 633,670 $ 701,079

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 April 30,

2026 2025

GAAP cost of licenses $ 1,664 $ 1,268

Less: Amortization of acquired intangible assets 251 240

Non-GAAP cost of licenses $ 1,413 $ 1,028

GAAP cost of subscription services $ 43,988 $ 38,468

Less: Stock-based compensation expense 2,268 3,874

Less: Amortization of acquired intangible assets 2,314 681

Less: Employer payroll tax expense related to employee equity transactions 52 70

Less: Restructuring costs — 458

Non-GAAP cost of subscription services $ 39,354 $ 33,385

GAAP cost of professional services and other $ 31,276 $ 24,121

Less: Stock-based compensation expense 1,783 2,728

Less: Employer payroll tax expense related to employee equity transactions 19 27

Less: Restructuring costs — —

Non-GAAP cost of professional services and other $ 29,474 $ 21,366

GAAP gross profit $ 341,454 $ 292,767

GAAP gross margin 82 % 82 %

Plus: Stock-based compensation expense 4,051 6,602

Plus: Amortization of acquired intangible assets 2,565 921

Plus: Employer payroll tax expense related to employee equity transactions 71 97

Plus: Restructuring costs — 458

Non-GAAP gross profit $ 348,141 $ 300,845

Non-GAAP gross margin 83 % 84 %

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 April 30,

2026 2025

GAAP sales and marketing $ 167,859 $ 159,661

Less: Stock-based compensation expense 16,782 23,586

Less: Amortization of acquired intangible assets 2,011 456

Less: Employer payroll tax expense related to employee equity transactions 468 447

Less: Restructuring costs — 1,981

Non-GAAP sales and marketing $ 148,598 $ 133,191

GAAP research and development $ 92,902 $ 94,839

Less: Stock-based compensation expense 24,741 34,595

Less: Employer payroll tax expense related to employee equity transactions 446 390

Less: Restructuring costs — (331)

Non-GAAP research and development $ 67,715 $ 60,185

GAAP general and administrative $ 52,706 $ 54,679

Less: Stock-based compensation expense 7,736 11,578

Less: Amortization of acquired intangible assets 30 31

Less: Employer payroll tax expense related to employee equity transactions 142 127

Less: Restructuring costs — 903

Less: Charitable donation of Class A common stock 3,015 4,187

Less: Change in fair value of contingent consideration 2,446 —

Non-GAAP general and administrative $ 39,337 $ 37,853

GAAP operating income (loss)

$ 27,987 $ (16,412)

GAAP operating margin 7 % (5) %

Plus: Stock-based compensation expense 53,310 76,361

Plus: Amortization of acquired intangible assets 4,606 1,408

Plus: Employer payroll tax expense related to employee equity transactions 1,127 1,061

Plus: Restructuring costs — 3,011

Plus: Charitable donation of Class A common stock 3,015 4,187

Plus: Change in fair value of contingent consideration 2,446 —

Non-GAAP operating income $ 92,491 $ 69,616

Non-GAAP operating margin 22 % 20 %

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 April 30,

2026 2025

GAAP net income (loss) $ 22,525 $ (22,555)

Plus: Stock-based compensation expense 53,310 76,361

Plus: Amortization of acquired intangible assets 4,606 1,408

Plus: Employer payroll tax expense related to employee equity transactions 1,127 1,061

Plus: Restructuring costs — 3,011

Plus: Charitable donation of Class A common stock 3,015 4,187

Plus: Change in fair value of contingent consideration 2,446 —

Tax adjustments to add-backs (10,260) (3,299)

Non-GAAP net income $ 76,769 $ 60,174

GAAP net income (loss) per share, basic $ 0.04 $ (0.04)

GAAP net income (loss) per share, diluted $ 0.04 $ (0.04)

GAAP weighted average common shares outstanding, basic 523,584 548,451

Plus: Dilutive potential common shares from outstanding equity awards 4,234 —

GAAP weighted average common shares outstanding, diluted 527,818 548,451

Non-GAAP weighted average common shares outstanding, basic 523,584 548,451

Plus: Dilutive potential common shares from outstanding equity awards 4,234 4,074

Non-GAAP weighted average common shares outstanding, diluted 527,818 552,525

Non-GAAP net income per share, basic $ 0.15 $ 0.11

Non-GAAP net income per share, diluted $ 0.15 $ 0.11

UiPath, Inc.

Reconciliation of GAAP Operating Cash Flow to Non-GAAP Adjusted Free Cash Flow

in thousands

(unaudited)

Three Months Ended April 30,

2026 2025

GAAP net cash provided by operating activities $ 131,928 $ 119,002

Purchases of property and equipment (2,684) (12,832)

Cash paid for employer payroll taxes related to employee equity transactions 1,045 1,113

Net (receipts) payments of employee tax withholdings on stock option exercises (21) 2

Cash paid for restructuring costs — 9,782

Non-GAAP adjusted free cash flow $ 130,268 $ 117,067

Investor Relations Contact

Allise Furlani

Investor.relations@uipath.com

UiPath

Media Contact

PR@uipath.com

UiPath

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