FALSE000173472200017347222026-09-012026-09-01
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 1, 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 September 3, 2026, UiPath, Inc. (“UiPath” or the “Company”) issued a press release announcing its financial results for the fiscal second 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 (the “Exchange Act”), 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation of Certain Officers.
Appointment of New Board Member
On September 1, 2026, the Board of Directors of the Company (the “Board”) increased the size of the Board from seven to eight members and appointed Yazdi Bagli as a director of the Company to fill the resulting vacancy, effective September 3, 2026. The Board has determined that Mr. Bagli qualifies as an independent director under New York Stock Exchange (“NYSE”) listing standards.
Mr. Bagli, age 58, serves as Executive Vice President of Information Technology and Enterprise Business Services for Kaiser Permanente, a position he has held since October 2020 (currently on a leave of absence while pursuing a fellowship at Harvard University). Prior to beginning his fellowship, he led the IT function as well as key shared services and operations at Kaiser Permanente. Prior to joining Kaiser Permanente, Mr. Bagli led enterprise business services at Walmart and previously spent more than 20 years serving in progressive leadership roles across four countries at Procter & Gamble. Mr. Bagli holds a bachelor's degree in electrical engineering from Shivaji University, India, and a Master of Business Administration from the University of Mumbai, India.
Mr. Bagli will receive compensation pursuant to our non-employee director compensation policy, as described in the “Non-Employee Director Compensation Policy” section of the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on May 12, 2026, as supplemented on May 22, 2026.
There is no arrangement or understanding between Mr. Bagli and any other persons pursuant to which he was selected as a director. Mr. Bagli has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company has entered into its standard form of indemnification agreement with Mr. Bagli, pursuant to which the Company may be required to, among other things, indemnify Mr. Bagli for certain expenses and liabilities incurred by him in any legal proceeding arising out of his service as a director of the Company.
Appointment of Chief Financial Officer
On September 3, 2026, the Compensation Committee of the Board (the “Compensation Committee”) appointed Hitesh Ramani, the Company’s current Deputy Chief Financial Officer and Chief Accounting Officer, as Chief Financial Officer, effective September 3, 2026 (the “Effective Date”). In his new role, Mr. Ramani will serve as the Company’s principal financial officer and principal accounting officer. Effective as of the Effective Date, Ashim Gupta will cease to serve as the Company’s Chief Financial Officer and will continue to serve as the Company’s Chief Operating Officer.
Mr. Ramani, age 48, has served as the Company’s Chief Accounting Officer since April 2021 and as Deputy Chief Financial Officer since September 2024. Prior to joining the Company, Mr. Ramani held various roles at Deloitte from March 2001 to December 2004 in India and January 2005 until March 2021 in the United States, ending as Partner. He holds designations of Certified Public Accountant from the State Board of Colorado and Chartered Accountant from the Institute of Chartered Accountants in India. Mr. Ramani holds a bachelor’s degree in commerce from Osmania University, Hyderabad, India.
Following the Effective Date, Mr. Ramani, in his role as Chief Financial Officer, will receive a base salary of $470,000 and will be eligible to receive an annual performance-based bonus with a target opportunity of 50% of his base salary. The Company has agreed to grant Mr. Ramani an award of 130,368 restricted stock units (the “RSU Award”). Sixteen and two thirds percent of the shares under the RSU Award will vest on October 1, 2026, and eight and one third percent will vest in equal quarterly installments thereafter, subject to Mr. Ramani’s continuous service with the Company through each such vesting date. The RSU Award shall be subject to the terms of the Company’s 2021 Equity Incentive Plan and the applicable form of award agreement granted thereunder.
There are no family relationships between Mr. Ramani and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company has entered into its standard form of indemnification agreement with Mr. Ramani, pursuant to which the Company may be required to, among other things, indemnify Mr. Ramani for certain expenses and liabilities incurred by him in any legal proceeding arising out of his service as an officer of the Company.
Appointment of Chief Legal & Administrative Officer
On September 3, 2026, the Compensation Committee appointed Brad Brubaker, the company’s current Chief Legal Officer, as Chief Legal & Administrative Officer, effective September 3, 2026. Mr. Brubaker will continue to serve as the Company’s Chief Legal Officer.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the executive and board appointments is attached hereto as Exhibit 99.2. The information in the press release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
Executive Performance Stock Units
On September 3, 2026, the Compensation Committee approved the grant of performance stock units (“PSUs”) to certain senior executives of the Company, including 1,125,000, 1,125,000, 525,000, and 300,000 PSUs, to each of Ashim Gupta, Raghu Malpani, Hitesh Ramani, and Brad Brubaker, respectively. Each PSU represents a contingent right to receive one share of the Company's Class A common stock. The PSUs are subject to (i) two stock price hurdles that must be satisfied by July 31, 2029 and July 31, 2031, respectively; and (ii) service-based vesting requirements, granted under, and subject to the terms of, the Company's 2021 Equity Incentive Plan.
CEO 10b5-1 Plan
On September 3, 2026, the Company announced that IceVulcan Investments Ltd., an entity controlled by Daniel Dines, our CEO, founder, and Chairman, adopted, on July 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 5,000,000 shares of our Class A common stock, through February 1, 2027, subject to limit prices. In connection with the adoption of the trading plan, Mr. Dines will convert 5,000,000 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 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 3, 2026 |
99.2 | Press Release, dated September 3, 2026, announcing Executive and Board Appointments |
| 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 & Administrative Officer and Secretary |
| | |
| Date: | | September 3, 2026 |
UiPath Reports Second Quarter Fiscal 2027 Financial Results
Revenue of $410 million increased 13 percent year-over-year
ARR of $1.938 billion increased 12 percent year-over-year
GAAP operating income of $32 million and non-GAAP operating income of $89 million
Announces leadership changes to drive next phase of growth and appointment of new Board member
NEW YORK, NY – September 3, 2026 – UiPath, Inc. (NYSE: PATH), a leader in business orchestration and automation, today announced financial results for its second quarter fiscal 2027 ended July 31, 2026.
"I am pleased with our second quarter results, demonstrating disciplined execution and the growing momentum across our platform,” said Daniel Dines, UiPath Founder and Chief Executive Officer. "AI is expanding what enterprises can automate, while increasing the need for the orchestration, governance, and exactness that deterministic automation provides. Our ability to bring AI agents, robots, systems, and people together to execute end-to-end business processes positions UiPath at the center of this opportunity. We have spent the past two years transforming our platform and strengthening our execution, and I am excited about the opportunity ahead.”
Second Quarter Fiscal 2027 Financial Highlights
•Revenue of $410 million increased 13 percent year-over-year.
•ARR of $1.938 billion as of July 31, 2026 increased 12 percent year-over-year.
•Net new ARR of $37 million.
•Dollar based net retention rate of 109 percent.
•GAAP gross margin was 80 percent.
•Non-GAAP gross margin was 82 percent.
•GAAP operating income was $32 million.
•Non-GAAP operating income was $89 million.
•Net cash flow from operations was $31 million.
•Non-GAAP adjusted free cash flow was $31 million.
•Cash, cash equivalents, and marketable securities were $1.405 billion as of July 31, 2026.
“We delivered another strong quarter, exceeding guidance across all key financial metrics,” said Ashim Gupta, UiPath Chief Operating Officer. “Our results reflect the operating discipline we’ve instilled across the business, and the momentum we’re seeing from customers and partners around our platform gives us confidence as we head into the second half of the year.”
Leadership and Board of Directors Changes
As UiPath enters its next phase of growth, the Company is sharpening leadership focus and accountability across its executive team. Ashim Gupta will focus exclusively on his role as Chief Operating Officer, concentrating his leadership on driving execution across sales, demand generation, and delivery. Hitesh Ramani has been promoted to Chief Financial Officer, building on his role as Deputy CFO and Chief Accounting Officer since 2021. Brad Brubaker has been named Chief Legal & Administrative Officer, expanding his oversight to include the People organization. Together, these changes sharpen accountability across finance, operations, and legal, positioning UiPath's leadership team for this next chapter of growth.
In addition, UiPath appointed Yazdi Bagli, Executive Vice President, IT and Enterprise Business Services at Kaiser Permanente (currently on a leave of absence while pursuing a fellowship at Harvard University), to its Board of Directors, bringing deep technology, enterprise transformation, and operational leadership experience to the Board.
“UiPath has the opportunity to help define business orchestration and automation by fundamentally transforming how work gets done,” said Hitesh Ramani, UiPath Chief Financial Officer. “Having partnered with Ashim, our leadership team, and our employees since 2021, I am excited to turn that opportunity into sustainable growth and long term value creation, through disciplined execution.”
Financial Outlook
For the third quarter fiscal 2027, UiPath expects:
•Revenue in the range of $440 million to $445 million
•ARR in the range of $1.992 billion to $1.997 billion as of October 31, 2026
•Non-GAAP operating income of approximately $100 million
For the full year fiscal 2027, UiPath expects:
•Revenue in the range of $1.789 billion to $1.794 billion
•ARR in the range of $2.065 billion to $2.070 billion as of January 31, 2027
•Non-GAAP operating income of approximately $445 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
•Introduced Maestro Case to Orchestrate Dynamic, Exception-Heavy Business Processes: UiPath launched Maestro Case, an AI-native case management capability governing dynamic, exception-laden processes like investigations and approvals across systems and people. For enterprises operating hybrid workflows, Maestro Case replaces workflows dominated by disconnected information and data with governed, visible orchestration.
•Launched UiPath Maestro Flow: UiPath announced UiPath Maestro™ Flow, a developer-first orchestration canvas combining the speed of modern, AI-native development with enterprise-grade durability and governance. Using Maestro Flow, builders can use any coding agent to design, run, observe, and govern an end-to-end process as a single artifact, from prototype to production — no rewrite required to ship.
Conference Call and Webcast
UiPath will host a webcast today, Thursday, September 3, 2026, at 5:00 p.m. Eastern Time, to discuss the Company's second quarter fiscal 2027 financial results and its guidance for the third 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.
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 third 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, 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.
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| UiPath, Inc. |
| Condensed Consolidated Statements of Operations |
| in thousands, except per share data |
| (unaudited) |
| | | | | | | | |
| | Three Months Ended July 31, | | Six Months Ended July 31, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Revenue: | | | | | | | | |
| Licenses | | $ | 123,843 | | | $ | 112,161 | | | $ | 273,152 | | | $ | 240,447 | |
| Subscription services | | 266,067 | | | 238,363 | | | 518,970 | | | 455,666 | |
| Professional services and other | | 20,346 | | | 11,204 | | | 36,516 | | | 22,239 | |
| Total revenue | | 410,256 | | | 361,728 | | | 828,638 | | | 718,352 | |
| Cost of revenue: | | | | | | | | |
| Licenses | | 1,462 | | | 1,200 | | | 3,126 | | | 2,468 | |
| Subscription services | | 39,679 | | | 38,229 | | | 83,667 | | | 76,697 | |
| Professional services and other | | 39,446 | | | 24,951 | | | 70,722 | | | 49,072 | |
| Total cost of revenue | | 80,587 | | | 64,380 | | | 157,515 | | | 128,237 | |
| Gross profit | | 329,669 | | | 297,348 | | | 671,123 | | | 590,115 | |
| Operating expenses: | | | | | | | | |
| Sales and marketing | | 164,606 | | | 166,303 | | | 332,465 | | | 325,964 | |
| Research and development | | 83,393 | | | 98,341 | | | 176,295 | | | 193,180 | |
| General and administrative | | 50,066 | | | 52,889 | | | 102,772 | | | 107,568 | |
| Total operating expenses | | 298,065 | | | 317,533 | | | 611,532 | | | 626,712 | |
Operating income (loss) | | 31,604 | | | (20,185) | | | 59,591 | | | (36,597) | |
| Interest income | | 10,769 | | | 12,004 | | | 21,170 | | | 24,652 | |
Other income (expense), net | | 10,482 | | | 11,508 | | | 13,062 | | | (4,456) | |
| Income (loss) before income taxes | | 52,855 | | | 3,327 | | | 93,823 | | | (16,401) | |
| Provision for income taxes | | 16,766 | | | 1,743 | | | 35,209 | | | 4,570 | |
| Net income (loss) | | $ | 36,089 | | | $ | 1,584 | | | $ | 58,614 | | | $ | (20,971) | |
| Net income (loss) per share, basic | | $ | 0.07 | | | $ | 0.00 | | | $ | 0.11 | | | $ | (0.04) | |
Net income (loss) per share, diluted | | $ | 0.07 | | | $ | 0.00 | | | $ | 0.11 | | | $ | (0.04) | |
| Weighted-average shares used in computing net income (loss) per share, basic | | 519,654 | | | 536,169 | | | 521,586 | | | 542,208 | |
Weighted-average shares used in computing net income (loss) per share, diluted | | 523,013 | | | 542,865 | | | 525,375 | | | 542,208 | |
| | | | | | | | | | | | | | |
| UiPath, Inc. |
| Condensed Consolidated Balance Sheets |
| in thousands |
| (unaudited) |
| | As of |
| | July 31, | | January 31, |
| | 2026 | | 2026 |
| Assets | | | | |
| Current assets | | | | |
| Cash and cash equivalents | | $ | 607,414 | | | $ | 871,157 | |
| Restricted cash | | 1,475 | | | 438 | |
| Marketable securities | | 676,576 | | | 601,329 | |
Accounts receivable, net of allowance for credit losses of $6,400 and $5,222, respectively | | 307,112 | | | 488,265 | |
| Contract assets | | 135,222 | | | 92,440 | |
| Deferred contract acquisition costs | | 86,526 | | | 84,739 | |
| Prepaid expenses and other current assets | | 112,305 | | | 105,577 | |
| Total current assets | | 1,926,630 | | | 2,243,945 | |
| Marketable securities, non-current | | 121,035 | | | 216,990 | |
| Contract assets, non-current | | 4,832 | | | 1,946 | |
| Deferred contract acquisition costs, non-current | | 165,022 | | | 153,708 | |
| Property and equipment, net | | 46,436 | | | 46,014 | |
| Operating lease right-of-use assets | | 63,470 | | | 64,472 | |
| Intangible assets, net | | 101,479 | | | 19,989 | |
| Goodwill | | 179,481 | | | 125,310 | |
| Deferred tax assets | | 230,087 | | | 233,401 | |
| Other assets, non-current | | 68,895 | | | 73,425 | |
| Total assets | | $ | 2,907,367 | | | $ | 3,179,200 | |
| | | | |
| Liabilities and stockholders' equity | | | | |
| Current liabilities | | | | |
| Accounts payable | | $ | 16,848 | | | $ | 10,161 | |
| Accrued expenses and other current liabilities | | 156,930 | | | 170,496 | |
| Accrued compensation and employee benefits | | 89,853 | | | 121,029 | |
| Deferred revenue | | 543,627 | | | 603,737 | |
| Total current liabilities | | 807,258 | | | 905,423 | |
| Deferred revenue, non-current | | 71,722 | | | 103,568 | |
| Operating lease liabilities, non-current | | 69,438 | | | 70,940 | |
| Other liabilities, non-current | | 10,398 | | | 16,682 | |
| Total liabilities | | 958,816 | | | 1,096,613 | |
| Commitments and contingencies | | | | |
| Stockholders' equity | | | | |
| Class A common stock | | 5 | | | 5 | |
| Class B common stock | | 1 | | | 1 | |
| Treasury stock | | (1,092,834) | | | (833,905) | |
| Additional paid-in capital | | 4,673,653 | | | 4,585,430 | |
| Accumulated other comprehensive income | | 14,657 | | | 36,601 | |
| Accumulated deficit | | (1,646,931) | | | (1,705,545) | |
| Total stockholders’ equity | | 1,948,551 | | | 2,082,587 | |
| Total liabilities and stockholders’ equity | | $ | 2,907,367 | | | $ | 3,179,200 | |
| | | | | | | | | | | | | | |
| UiPath, Inc. |
| Condensed Consolidated Statements of Cash Flows |
| in thousands |
| (unaudited) |
| | Six Months Ended July 31, |
| | 2026 | | 2025 |
| Cash flows from operating activities | | | | |
Net income (loss) | | $ | 58,614 | | | $ | (20,971) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | |
| Depreciation and amortization | | 16,514 | | | 7,483 | |
| Amortization of deferred contract acquisition costs | | 52,193 | | | 44,165 | |
Net accretion on marketable securities | | (933) | | | (6,962) | |
| Stock-based compensation expense | | 98,272 | | | 154,367 | |
| Charitable donation of Class A common stock | | 3,015 | | | 4,187 | |
Non-cash operating lease expense | | 8,661 | | | 8,691 | |
| | | | |
| Provision for (benefit from) deferred income taxes | | 27,929 | | | (360) | |
| | | | |
| Change in fair value of contingent consideration | | 3,271 | | | — | |
| Other non-cash (credits) charges, net | | (6,379) | | | 3,940 | |
| Changes in operating assets and liabilities: | | | | |
| Accounts receivable | | 181,209 | | | 192,404 | |
| Contract assets | | (40,280) | | | (23,514) | |
| Deferred contract acquisition costs | | (67,984) | | | (36,302) | |
| Prepaid expenses and other assets | | (12,165) | | | (21,151) | |
| Accounts payable | | 6,857 | | | (11,706) | |
| Accrued expenses and other liabilities | | (34,917) | | | 37,841 | |
| Accrued compensation and employee benefits | | (31,989) | | | (51,354) | |
| Operating lease liabilities, net | | (9,100) | | | (6,412) | |
| Deferred revenue | | (90,161) | | | (113,757) | |
| Net cash provided by operating activities | | 162,627 | | | 160,589 | |
| Cash flows from investing activities | | | | |
| Purchases of marketable securities | | (309,441) | | | (300,059) | |
| | | | |
| Maturities of marketable securities | | 329,233 | | | 257,134 | |
| Purchases of property and equipment | | (4,073) | | | (12,832) | |
| Payments related to business acquisitions, net of cash acquired | | (149,403) | | | (24,821) | |
| Other investing, net | | 5,119 | | | — | |
Net cash used in investing activities | | (128,565) | | | (80,578) | |
| Cash flows from financing activities | | | | |
| Repurchases of Class A common stock | | (268,548) | | | (329,101) | |
| Proceeds from exercise of stock options | | 691 | | | 523 | |
Payments of tax withholdings on settlement of equity awards | | (23,153) | | | (26,297) | |
| Proceeds from employee stock purchase plan contributions | | 7,359 | | | 8,069 | |
Payments of deferred or contingent consideration related to business acquisitions | | (3,473) | | | — | |
| | | | |
| Net cash used in financing activities | | (287,124) | | | (346,806) | |
| Effect of exchange rate changes | | (9,644) | | | 16,216 | |
| Net decrease in cash, cash equivalents, and restricted cash | | (262,706) | | | (250,579) | |
| Cash, cash equivalents, and restricted cash - beginning of period | | 871,595 | | | 879,634 | |
| Cash, cash equivalents, and restricted cash - end of period | | $ | 608,889 | | | $ | 629,055 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 July 31, | | Six Months Ended July 31, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP cost of licenses | | $ | 1,462 | | | $ | 1,200 | | | $ | 3,126 | | | $ | 2,468 | |
| Less: Amortization of acquired intangible assets | | 250 | | | 251 | | | 501 | | | 491 | |
| Non-GAAP cost of licenses | | $ | 1,212 | | | $ | 949 | | | $ | 2,625 | | | $ | 1,977 | |
| | | | | | | | |
| GAAP cost of subscription services | | $ | 39,679 | | | $ | 38,229 | | | $ | 83,667 | | | $ | 76,697 | |
| Less: Stock-based compensation expense | | 1,663 | | | 3,682 | | | 3,931 | | | 7,556 | |
| Less: Amortization of acquired intangible assets | | 2,716 | | | 925 | | | 5,030 | | | 1,606 | |
| Less: Employer payroll tax expense related to employee equity transactions | | 37 | | | 71 | | | 89 | | | 141 | |
| Less: Restructuring costs | | 73 | | | 127 | | | 73 | | | 585 | |
| Non-GAAP cost of subscription services | | $ | 35,190 | | | $ | 33,424 | | | $ | 74,544 | | | $ | 66,809 | |
| | | | | | | | |
| GAAP cost of professional services and other | | $ | 39,446 | | | $ | 24,951 | | | $ | 70,722 | | | $ | 49,072 | |
| Less: Stock-based compensation expense | | 1,498 | | | 2,358 | | | 3,281 | | | 5,086 | |
| Less: Employer payroll tax expense related to employee equity transactions | | 18 | | | 34 | | | 37 | | | 61 | |
| Less: Restructuring costs | | 69 | | | 18 | | | 69 | | | 18 | |
| Non-GAAP cost of professional services and other | | $ | 37,861 | | | $ | 22,541 | | | $ | 67,335 | | | $ | 43,907 | |
| | | | | | | | |
| GAAP gross profit | | $ | 329,669 | | | $ | 297,348 | | | $ | 671,123 | | | $ | 590,115 | |
| GAAP gross margin | | 80 | % | | 82 | % | | 81 | % | | 82 | % |
| Plus: Stock-based compensation expense | | 3,161 | | | 6,040 | | | 7,212 | | | 12,642 | |
| Plus: Amortization of acquired intangible assets | | 2,966 | | | 1,176 | | | 5,531 | | | 2,097 | |
| Plus: Employer payroll tax expense related to employee equity transactions | | 55 | | | 105 | | | 126 | | | 202 | |
| Plus: Restructuring costs | | 142 | | | 145 | | | 142 | | | 603 | |
| Non-GAAP gross profit | | $ | 335,993 | | | $ | 304,814 | | | $ | 684,134 | | | $ | 605,659 | |
| Non-GAAP gross margin | | 82 | % | | 84 | % | | 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 July 31, | | Six Months Ended July 31, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP sales and marketing | | $ | 164,606 | | | $ | 166,303 | | | $ | 332,465 | | | $ | 325,964 | |
| Less: Stock-based compensation expense | | 13,895 | | | 23,402 | | | 30,677 | | | 46,988 | |
| Less: Amortization of acquired intangible assets | | 3,013 | | | 1,047 | | | 5,024 | | | 1,503 | |
| Less: Employer payroll tax expense related to employee equity transactions | | 329 | | | 404 | | | 797 | | | 851 | |
| Less: Restructuring costs | | 3,347 | | | 543 | | | 3,347 | | | 2,524 | |
| Non-GAAP sales and marketing | | $ | 144,022 | | | $ | 140,907 | | | $ | 292,620 | | | $ | 274,098 | |
| | | | | | | | |
| GAAP research and development | | $ | 83,393 | | | $ | 98,341 | | | $ | 176,295 | | | $ | 193,180 | |
| Less: Stock-based compensation expense | | 21,027 | | | 36,087 | | | 45,768 | | | 70,682 | |
| Less: Employer payroll tax expense related to employee equity transactions | | 186 | | | 450 | | | 632 | | | 840 | |
| Less: Restructuring costs | | 95 | | | 279 | | | 95 | | | (52) | |
| Non-GAAP research and development | | $ | 62,085 | | | $ | 61,525 | | | $ | 129,800 | | | $ | 121,710 | |
| | | | | | | | |
| GAAP general and administrative | | $ | 50,066 | | | $ | 52,889 | | | $ | 102,772 | | | $ | 107,568 | |
| Less: Stock-based compensation expense | | 6,879 | | | 12,477 | | | 14,615 | | | 24,055 | |
| Less: Amortization of acquired intangible assets | | 29 | | | 31 | | | 59 | | | 62 | |
| Less: Employer payroll tax expense related to employee equity transactions | | 66 | | | 140 | | | 208 | | | 267 | |
| Less: Restructuring costs | | 1,414 | | | 429 | | | 1,414 | | | 1,332 | |
| Less: Charitable donation of Class A common stock | | — | | | — | | | 3,015 | | | 4,187 | |
| Less: Change in fair value of contingent consideration | | 825 | | | (277) | | | 3,271 | | | (277) | |
| Non-GAAP general and administrative | | $ | 40,853 | | | $ | 40,089 | | | $ | 80,190 | | | $ | 77,942 | |
| | | | | | | | |
GAAP operating income (loss) | | $ | 31,604 | | | $ | (20,185) | | | $ | 59,591 | | | $ | (36,597) | |
| GAAP operating margin | | 8 | % | | (6) | % | | 7 | % | | (5) | % |
| Plus: Stock-based compensation expense | | 44,962 | | | 78,006 | | | 98,272 | | | 154,367 | |
| Plus: Amortization of acquired intangible assets | | 6,008 | | | 2,254 | | | 10,614 | | | 3,662 | |
| Plus: Employer payroll tax expense related to employee equity transactions | | 636 | | | 1,099 | | | 1,763 | | | 2,160 | |
| Plus: Restructuring costs | | 4,998 | | | 1,396 | | | 4,998 | | | 4,407 | |
| Plus: Charitable donation of Class A common stock | | — | | | — | | | 3,015 | | | 4,187 | |
| Plus: Change in fair value of contingent consideration | | 825 | | | (277) | | | 3,271 | | | (277) | |
| Non-GAAP operating income | | $ | 89,033 | | | $ | 62,293 | | | $ | 181,524 | | | $ | 131,909 | |
| Non-GAAP operating margin | | 22 | % | | 17 | % | | 22 | % | | 18 | % |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 July 31, | | Six Months Ended July 31, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP net income (loss) | | $ | 36,089 | | | $ | 1,584 | | | $ | 58,614 | | | $ | (20,971) | |
| Plus: Stock-based compensation expense | | 44,962 | | | 78,006 | | | 98,272 | | | 154,367 | |
| Plus: Amortization of acquired intangible assets | | 6,008 | | | 2,254 | | | 10,614 | | | 3,662 | |
| Plus: Employer payroll tax expense related to employee equity transactions | | 636 | | | 1,099 | | | 1,763 | | | 2,160 | |
| Plus: Restructuring costs | | 4,998 | | | 1,396 | | | 4,998 | | | 4,407 | |
| Plus: Charitable donation of Class A common stock | | — | | | — | | | 3,015 | | | 4,187 | |
| Plus: Change in fair value of contingent consideration | | 825 | | | (277) | | | 3,271 | | | (277) | |
| | | | | | | | |
| Tax adjustments to add-backs | | (12,652) | | | (3,731) | | | (22,912) | | | (7,030) | |
| Non-GAAP net income | | $ | 80,866 | | | $ | 80,331 | | | $ | 157,635 | | | $ | 140,505 | |
| | | | | | | | |
| GAAP net income (loss) per share, basic | | $ | 0.07 | | | $ | 0.00 | | | $ | 0.11 | | | $ | (0.04) | |
| GAAP net income (loss) per share, diluted | | $ | 0.07 | | | $ | 0.00 | | | $ | 0.11 | | | $ | (0.04) | |
| GAAP weighted average common shares outstanding, basic | | 519,654 | | | 536,169 | | | 521,586 | | | 542,208 | |
| Plus: Dilutive potential common shares from outstanding equity awards | | 3,359 | | | 6,696 | | | 3,789 | | | — | |
| GAAP weighted average common shares outstanding, diluted | | 523,013 | | | 542,865 | | | 525,375 | | | 542,208 | |
| | | | | | | | |
| Non-GAAP weighted average common shares outstanding, basic | | 519,654 | | | 536,169 | | | 521,586 | | | 542,208 | |
| Plus: Dilutive potential common shares from outstanding equity awards | | 3,359 | | | 6,696 | | | 3,789 | | | 5,407 | |
| Non-GAAP weighted average common shares outstanding, diluted | | 523,013 | | | 542,865 | | | 525,375 | | | 547,615 | |
| Non-GAAP net income per share, basic | | $ | 0.16 | | | $ | 0.15 | | | $ | 0.30 | | | $ | 0.26 | |
| Non-GAAP net income per share, diluted | | $ | 0.15 | | | $ | 0.15 | | | $ | 0.30 | | | $ | 0.26 | |
| | | | | | | | | | | | | | |
| UiPath, Inc. |
| Reconciliation of GAAP Operating Cash Flow to Non-GAAP Adjusted Free Cash Flow |
| in thousands |
| (unaudited) |
| | | | |
| | Six Months Ended July 31, |
| | 2026 | | 2025 |
| GAAP net cash provided by operating activities | | $ | 162,627 | | | $ | 160,589 | |
| Purchases of property and equipment | | (4,073) | | | (12,832) | |
| Cash paid for employer payroll taxes related to employee equity transactions | | 1,902 | | | 2,270 | |
| Net (receipts) payments of employee tax withholdings on stock option exercises | | (149) | | | 11 | |
| Cash paid for restructuring costs | | 526 | | | 11,532 | |
| Non-GAAP adjusted free cash flow | | $ | 160,833 | | | $ | 161,570 | |
| | | | |
Investor Relations Contact
Allise Furlani
Investor.relations@uipath.com
UiPath
Media Contact
PR@uipath.com
UiPath
UiPath Announces Executive Leadership Changes, Appoints New Board Member
Hitesh Ramani Promoted to Chief Financial Officer
Ashim Gupta to Continue as Chief Operating Officer
Brad Brubaker Named Chief Legal & Administrative Officer
Appoints Yazdi Bagli to Board of Directors
NEW YORK—Sept. 3, 2026—UiPath, Inc. (NYSE: PATH), a leader in business orchestration and automation, today announced a series of changes to its executive leadership team, along with the appointment of Yazdi Bagli to its Board of Directors.
The changes reflect UiPath's continued momentum and strengthen the leadership team to support the Company's next phase of growth as the Company scales its business orchestration and automation platform.
•Hitesh Ramani Promoted to Chief Financial Officer - Hitesh Ramani joined UiPath in 2021 as Chief Accounting Officer (CAO) and expanded his role to Deputy Chief Financial Officer in 2024. In his expanded role as UiPath Chief Financial Officer, Hitesh will lead the company’s global financial and accounting organization. He has more than 25 years of accounting and finance leadership experience, including two decades at Deloitte, where he was a partner serving large SEC registrants and private equity portfolio companies.
•Ashim Gupta to Continue as Chief Operating Officer – With Ramani’s promotion to CFO, Ashim Gupta will retain his role as Chief Operating Officer, where he will focus exclusively on the day-to-day operations of the company, driving greater discipline and consistency across our go-to-market organization, strengthening execution across functions, and leading key strategic priorities across the business. Gupta joined UiPath in 2018 as Chief Customer Success Officer, and was named Chief Financial Officer in 2019, leading the company through its 2021 initial public offering and taking on the additional role of Chief Operating Officer in 2024. Prior to joining UiPath, Gupta spent nearly two decades at General Electric in senior finance leadership roles, including CFO of GE Water.
•Brad Brubaker Named Chief Legal & Administrative Officer - Brad Brubaker has been named Chief Legal & Administrative Officer, an expansion of his current position as Chief Legal Officer and General Counsel. In this role, Brubaker will now also oversee the company’s People Organization; UiPath Chief People Officer Agi Garaba will continue to lead the company’s People organization, including HR and talent, reporting into Brubaker. Brubaker joined UiPath in 2019 after spending more than 25 years at SAP, most recently as General Counsel of SAP's Global Field Legal organization, leading a team of more than 300 legal professionals across 20 countries.
“As our business has grown, we’ve increasingly focused on execution as a growth driver—for our product roadmap, our business, and ultimately, customer success,” said Daniel Dines, UiPath Founder and Chief Executive Officer. “Our planned leadership changes are a logical next step for our team, reflect the strength and depth of our leadership bench, and position us to operate with even greater speed and accountability. Ashim, Hitesh, and Brad have each played critical roles in building UiPath into
the company it is today, and I’m excited for their continued leadership as we execute against the significant opportunity ahead of us in business orchestration and automation.”
In addition, UiPath appointed Yazdi Bagli to its Board of Directors, effective today. Bagli is Executive Vice President, IT and Enterprise Business Services at Kaiser Permanente (and currently on a leave of absence while pursuing a fellowship at Harvard University). Prior to beginning his fellowship, Bagli led Kaiser Permanente’s IT function and a broad portfolio of enterprise functions and shared services, reporting directly to Kaiser Permanente's chair and CEO and sitting on its National Executive Team. He joined Kaiser Permanente in 2020 from Walmart, where he led enterprise business services and shared IT functions, and previously spent more than 20 years at Procter & Gamble in global IT and business transformation leadership roles across four countries. Bagli holds a bachelor's degree in electrical engineering from Shivaji University and an MBA from the University of Mumbai and completed the IT Strategy executive education program at Harvard Business School.
Added Dines, “I’m thrilled to have someone with Yazdi’s deep technology leadership expertise and large-scale operational discipline join our Board. His experience leading enterprise IT and shared services transformation at organizations like Kaiser Permanente, Walmart and P&G gives him a clear-eyed view of what it takes to modernize how large enterprises operate—exactly the perspective we want as we help our customers put AI agents to work at scale."
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.
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