[8-K] UiPath, Inc. Reports Material Event

Rhea-AI Filing Summary

UiPath disclosed that IceVulcan Investments Ltd., an entity controlled by CEO and Chairman Daniel Dines, adopted a Rule 10b5-1 trading plan on July 11, 2025 to sell up to 5,000,000 shares of Class A common stock through April 17, 2026 subject to limit prices. As part of that arrangement, 3,146,745 Class B shares held by Ice Vulcan Holding Limited will be converted into Class A shares and, together with 1,853,255 existing Class A shares, transferred to IceVulcan Investments Ltd. The company states these shares represent less than 5% of Mr. Dines's holdings and that he will remain a significant controlling stockholder. The filing notes the trading plan was adopted for tax, diversification, and liquidity purposes.

Positive

• Adoption of a Rule 10b5-1 plan provides a pre-established, transparent mechanism for insider sales
• CEO remains a significant controlling stockholder as the filing states the planed sales represent less than 5% of his holdings
• Rationale disclosed: the filing cites tax, asset diversification, and liquidity as reasons for the plan

Negative

• Up to 5,000,000 Class A shares are authorized for sale under the plan through April 17, 2026
• Conversion and transfer of 3,146,745 Class B shares plus 1,853,255 Class A shares to the investment vehicle were executed to facilitate the plan

Insights

Corporate Governance Expert

TL;DR: CEO adopted a 10b5-1 plan to enable structured sales while retaining control and signaling planned liquidity.

The filing describes a pre-established trading plan under Rule 10b5-1 allowing IceVulcan Investments Ltd. to sell up to 5,000,000 Class A shares through April 17, 2026, and documents an internal conversion and transfer of shares to effectuate the plan. This is a routine disclosure that increases insider transparency and provides legal protection for scheduled sales. The filing explicitly states the plan was motivated by tax, diversification, and liquidity, and that the transactions represent less than 5% of the CEO's holdings, preserving his status as a controlling stockholder.

Securities Compliance Analyst

TL;DR: The company reported a compliant 10b5-1 trading arrangement and related share conversion and transfer.

The document focuses on compliance and disclosure: adoption date of the plan (July 11, 2025), permitted sale amount (up to 5,000,000 Class A shares), applicable end date (April 17, 2026), and the mechanics involving conversion of 3,146,745 Class B shares plus transfer of 1,853,255 Class A shares to the investment vehicle. The filing explicitly clarifies that these items are not "filed" for Section 18 purposes and includes the required exhibit references. From a compliance standpoint, the disclosure contains the key facts investors and regulators require for a scheduled insider sale program.

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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): September 4, 2025

UiPath, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40348

47-4333187

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Vanderbilt Avenue, 60th Floor New York, New York

10017

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (844) 432-0455

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

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.00001 per share

PATH

New York Stock Exchange

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On September 4, 2025, UiPath, Inc. (“UiPath” or the “Company”) issued a press release announcing its financial results for the fiscal second quarter 2026. 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 September 4, 2025, the Company announced that IceVulcan Investments Ltd., an entity controlled by Daniel Dines, our CEO, founder, and Chairman, adopted, on July 11, 2025, a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act to sell up to 5,000,000 shares of our Class A common stock, through April 17, 2026, subject to limit prices. In connection with the adoption of the trading plan, Mr. Dines will convert 3,146,745 shares of Class B common stock held by Ice Vulcan Holding Limited, an entity also controlled by Mr. Dines, to shares of Class A common stock, which, along with 1,853,255 shares of Class A common stock held by Ice Vulcan Holding Limited, will be transferred to IceVulcan Investments Ltd.

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 September 4, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

UiPath, Inc.
By:						/s/ Brad Brubaker
						Chief Legal Officer and Secretary
Date:						September 4, 2025

FAQ

What did UiPath (PATH) disclose in this 8-K about Daniel Dines's share sales?

The filing states that IceVulcan Investments Ltd., controlled by Daniel Dines, adopted a Rule 10b5-1 trading plan to sell up to 5,000,000 Class A shares through April 17, 2026.

How many shares were converted or transferred to facilitate the trading plan?

3,146,745 Class B shares will be converted to Class A and, together with 1,853,255 existing Class A shares, transferred to IceVulcan Investments Ltd.

Why did Mr. Dines adopt the trading plan according to the filing?

The filing states the plan was entered into for tax purposes, asset diversification, and liquidity as part of his personal long-term investment strategy.

Will Mr. Dines remain a controlling stockholder after these actions?

Yes. The filing explicitly says the shares subject to the trading plan represent less than 5% of his holdings and he will remain a significant controlling stockholder.

When was the trading plan adopted?

The trading plan was adopted on July 11, 2025, as stated in the filing.