Form 4: PATH insider sale under 10b5-1; Dines retains voting control

Rhea-AI Filing Summary

UiPath insider sale and holdings update. The Form 4 filed for UiPath, Inc. (PATH) shows reporting person Daniel Dines, identified as CEO and Chairman and a 10% owner, reported transactions dated 09/26/2025. The filing discloses a sale of 122,733 shares of Class A common stock at prices ranging from $11.96 to $12.17, with a reported weighted price of $12.0815. After the reported transactions, the amount of securities beneficially owned is reported as 1,718,269 shares indirectly.

The filing also lists a disposition line for 29,918,585 shares of Class A common stock and notes an indirect holding of 240,000 shares by spouse. Footnotes state the sold shares were sold under a Rule 10b5-1 selling plan and that the shares are held through Ice Vulcan entities, with Mr. Dines retaining sole voting and investment power over those holdings.

Positive

• Sale executed under a Rule 10b5-1 plan, which indicates pre-established trading and reduces concerns about opportunistic timing
• Reporting person retains sole voting and investment power over shares held by Ice Vulcan entities, preserving control

Negative

• Reported disposition of 29,918,585 Class A shares is listed on the form without explanatory detail in the main table
• Sale of 122,733 shares by the CEO and Chairman represents a material insider sale disclosed to the market

Insights

Corporate Governance Expert

TL;DR: CEO sold shares under a 10b5-1 plan but retains indirect control through Ice Vulcan entities.

The filing documents a Rule 10b5-1 compliant sale of 122,733 Class A shares at prices between $11.96 and $12.17. The disclosure that substantial shares are held through Ice Vulcan Holding Limited and that Mr. Dines retains sole voting and investment power is material for governance and control analysis because it confirms continued centralized voting authority despite the sales. The listed disposition of 29,918,585 shares on the form should be evaluated in context with the footnotes and underlying ownership structure; the report is factual but terse on whether that line reflects a separate sale, reclassification, or reporting aggregation.

Securities Analyst

TL;DR: Insider sale executed via 10b5-1; remaining indirect ownership and voting control disclosed.

The sale of 122,733 shares at roughly $12.08 reduces directly reported holdings, while the filing continues to show significant indirect ownership totaling 1,718,269 shares and references to much larger positions held through affiliated entities. For investors, the key facts are the transaction size, the execution under a pre-established trading plan, and the disclosure that Mr. Dines retains sole voting and investment power over shares held by Ice Vulcan entities. The filing lacks granular breakdown by price for each tranche, though the filer offers to provide that detail to the Commission staff upon request.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dines Daniel

(Last) (First) (Middle)

C/O UIPATH, INC., ONE VANDERBILT AVENUE

60TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UiPath, Inc. [ PATH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/26/2025		S		122,733(1)	D	$12.0815(2)	1,718,269	I	See Footnote(3)
Class A Common Stock								29,918,585	D
Class A Common Stock								240,000	I	by Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were sold in compliance with a qualified selling plan adopted by the Reporting Person pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.

2. The range of prices for the transactions reported was from $11.9600 to $12.1700. The Reporting Person will provide, upon request by the Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.

3. The shares are held by Ice Vulcan Holding Limited. IceVulcan Investments Ltd. is the sole shareholder of Ice Vulcan Holding Limited, and Mr. Dines is the sole shareholder of IceVulcan Investments Ltd. Mr. Dines retains sole voting and investment power with respect to the shares of Class A Common Stock and Class B Common Stock held by Ice Vulcan Holding Limited.

Remarks:

	/s/ Brad Brubaker, Attorney-in-Fact	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Daniel Dines report in the Form 4 for PATH?

The Form 4 reports that Daniel Dines sold 122,733 Class A shares on 09/26/2025 at prices ranging from $11.96 to $12.17, and reports beneficial ownership amounts including 1,718,269 shares held indirectly.

Were the sales by the PATH reporting person part of a prearranged plan?

Yes. The filing states the shares were sold in compliance with a qualified selling plan under Rule 10b5-1.

Does Daniel Dines retain control over the shares reported?

According to the footnotes, Mr. Dines retains sole voting and investment power with respect to shares held by Ice Vulcan Holding Limited.

What price range was reported for the PATH share transactions?

The reported price range for the transactions was $11.9600 to $12.1700, with a reported price of $12.0815 for the 122,733-share sale line.

What additional holdings are disclosed for the reporting person in the Form 4?

The form lists an indirect holding of 240,000 Class A shares by the reporting person’s spouse and references larger holdings through Ice Vulcan entities.