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

Rhea-AI Filing Summary

BBVA (NYSE: BBVA) has cleared a pivotal regulatory hurdle in its planned acquisition of Banco de Sabadell. The Spanish Council of Ministers, in its session of 24 June 2025, approved the economic concentration arising from BBVA’s voluntary tender offer for 100% of Sabadell’s share capital. This authorization follows the Spanish competition authority’s approval on 30 April 2025 and is granted with an additional, undisclosed condition beyond the commitments BBVA had already presented.

Under Article 26.1(c) of Royal Decree 1066/2007, BBVA could have withdrawn the offer because the clearance is conditional. After reviewing the Council’s resolution, BBVA decided to keep the offer in force, signalling management’s confidence in meeting the new requirement and completing the transaction.

• Form type: 6-K (foreign issuer current report)
• Transaction: Voluntary tender offer for Banco de Sabadell, originally announced 9 May 2024
• Key date: Council approval issued 24 June 2025; BBVA confirmation dated 30 June 2025
• Regulatory status: Spanish merger-control process now concluded

The filing contains no financial figures or earnings updates, focusing solely on the regulatory progress of the proposed acquisition.

Positive

• Regulatory approval from the Spanish Council of Ministers removes a critical hurdle in BBVA’s tender offer for Banco de Sabadell.
• BBVA elects to proceed with the offer despite conditional clearance, signalling confidence in fulfilling requirements and closing the transaction.

Negative

• Authorization is conditional on an undisclosed additional requirement, leaving uncertainty about potential costs or divestitures.
• No financial metrics or synergy estimates were provided, offering limited visibility on value creation for shareholders.

Insights

M&A Specialist

TL;DR: Clearance received; BBVA keeps offer alive—positive for deal momentum.

The Council of Ministers’ approval eliminates the last major Spanish antitrust barrier, bringing the deal into its execution phase. Although the authorization carries an additional condition, BBVA’s decision not to exercise its withdrawal right demonstrates strategic resolve and suggests the condition is manageable. Regulatory certainty typically narrows deal-completion risk premiums, potentially supporting BBVA’s share price in the near term. Investors should monitor subsequent CNMV disclosures for condition details and timetable updates.

Risk Analyst

TL;DR: Conditional approval tempers positives; risk profile unchanged until terms known.

While Spanish merger control is formally closed, the lack of specifics on the extra condition injects residual uncertainty. Possible remedies—asset disposals, branch closures, or behavioural commitments—could dilute expected synergies. Until BBVA discloses these obligations, the transaction’s financial impact remains indeterminate. Thus, the news is modestly positive but not yet transformational for credit or equity risk.

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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): June 26, 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 26, 2025, UiPath, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Meeting, the holders of 284,292,602 shares of the Company’s Class A common stock and 77,452,748 shares of the Company’s Class B common stock were represented in person or by proxy, which represented 94.53% of the voting power of the shares issued and outstanding and entitled to vote, constituting a quorum.

At the Annual Meeting, Proposals 1, 2 and 3 were approved by the Company’s stockholders and no other business was properly brought before the Annual Meeting. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on May 13, 2025 (the “Proxy Statement”).

The votes for each proposal are set forth below.

1. At the Annual Meeting, the vote on the proposal to elect eight (8) directors to serve on the Company’s Board until the 2026 annual meeting of stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier death, disability, resignation, retirement, disqualification, or removal from office, was as follows:

			FOR						WITHHELD						BROKER NON-VOTE
Daniel Dines			2,895,978,747						45,626,335						53,533,700
Philippe Botteri			2,868,089,936						73,515,146						53,533,700
Michael Gordon			2,938,901,770						2,703,312						53,533,700
Sivaramakichenane Somasegar			2,937,063,773						4,541,309						53,533,700
Daniel Springer			2,937,347,445						4,257,637						53,533,700
Karenann Terrell			2,938,962,099						2,642,983						53,533,700
Richard P. Wong			2,935,179,594						6,425,488						53,533,700
June Yang			2,938,800,931						2,804,151						53,533,700

2.At the Annual Meeting, the vote to approve, on a non-binding advisory basis, the compensation paid to our named executive officers (“say-on-pay vote”), was as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
2,930,328,428						10,846,972						429,682						53,533,700

3.At the Annual Meeting, the vote to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026, was as follows:

FOR						AGAINST						ABSTAIN
2,994,372,132						424,358						342,292

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:						June 30, 2025

FAQ

What did BBVA announce in the June 30 2025 6-K filing?

BBVA reported that Spain’s Council of Ministers approved its tender offer for Banco de Sabadell, subject to an additional condition, and that BBVA will proceed with the offer.

Does the Council of Ministers’ approval finalize the BBVA-Sabadell merger?

It concludes Spanish merger-control review, but the authorization carries a condition that BBVA must satisfy before closing.

Can BBVA withdraw its tender offer after the conditional approval?

Yes, Article 26.1(c) of Royal Decree 1066/2007 allows withdrawal, but BBVA has chosen not to exercise this right.

Were any financial results or synergy estimates disclosed in the filing?

No. The 6-K focuses solely on regulatory developments and contains no financial metrics.

Where can investors read the full Council of Ministers’ resolution?

The resolution is available (in Spanish) at the link included in BBVA’s filing: https://portal.mineco.gob.es/RecursosArticulo/mineco/economia/gum/articulos/240625%20ACM%20Concentración%20BBVA%20SABADELL.pdf