UiPath Inc-A 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January31, 2026 OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to ________ Commission file number 001-40348UiPath, Inc.(Exact name of registrant as specified in its charter) 47-4333187(I.R.S. Employer Identification No.) Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growthcompany" in Rule 12b-2 of the Exchange Act: Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filer☒☐Non-accelerated filer☐☐☐ 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the Registrant on July 31, 2025, based on the closing price of $11.75 for shares ofthe Registrant’s Class A common stock as reported by the New York Stock Exchange on July31, 2025 was approximately $4.8billion. Shares of Class Acommon stock beneficially owned by each executive officer, director, and stockholder that the registrant has concluded is an affiliate of the registranthave been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March20, 2026, the registrant had 459,231,166 shares of Class A common stock and 64,690,706 shares of Class B common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference certain information that will be set forth in the registrant's Proxy Statement inconnection with the 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days ofJanuary31, 2026. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to befiled as part of this Form 10-K. TABLE OF CONTENTS Defined Terms2Special Note Regarding Forward-Looking Statements4Summary Risk Factors6 PART I Item 1. Business8Item 1A. Risk Factors19Item 1B. Unresolved Staff Comments55Item 1C.Cybersecurity55Item 2.Properties56Item 3.Legal Proceedings57Item 4.Mine Safety Disclosures57 PART II Item 5.Market for Registrant’s Common Equity, Related StockholderMatters and Issuer Purchases of Equity Securities58Item 6.[Reserved]59Item 7.Management’s Discussion and Analysis of Financial Conditionand Results of Operations59Item 7A. Quantitative and Qualitative Disclosures About Market Risk73Item 8.Financial Statements and Supplementary Data75Item 9.Changes in and