[Form 4] UiPath, Inc. Insider Trading Activity

Rhea-AI Filing Summary

The Toronto-Dominion Bank (TD) is offering US$300,000 of Autocallable Fixed Interest Barrier Notes, Series H, due July 14 2028. The notes are linked to the worst performer among Amazon.com (AMZN), Intel (INTC) and Tesla (TSLA). Each US$1,000 note pays a fixed monthly coupon of US$11.042 (≈13.25% p.a.) from August 2025 until an automatic call or maturity. On any monthly Call Observation Date (starting January 11 2026) the notes are automatically called—and redeemed at par plus the month’s coupon—if each reference share closes at or above its Call Threshold (100 % of the initial value: AMZN US$225.02, INTC US$23.43, TSLA US$313.51).

Principal repayment: if the notes are not called, investors receive at maturity: (1) par if the final price of each share is ≥ its Barrier (50 % of initial value); or (2) par plus (par × Least Performing Percentage Change) if any share is below its Barrier, resulting in a dollar-for-dollar loss that can reach 100 % of principal.

Key economic terms

• Issue price: US$1,000; estimated value: US$935.20 (6.48 % discount)
• Underwriting discount: 3 % (US$30 per note); net proceeds to TD: 97 %
• Minimum investment: US$1,000; book-entry form via DTC; unlisted, no active market expected
• Credit: senior unsecured obligations of TD; subject to TD’s credit risk; not CDIC or FDIC insured
• Barrier levels: AMZN US$112.51; INTC US$11.715; TSLA US$156.755

Risk highlights: investors face (1) full downside exposure below the 50 % barrier of the worst-performing share, (2) reinvestment risk if the notes are called early, (3) market, correlation and single-stock risks, (4) illiquidity and secondary-market price compression, (5) potential tax complexity, and (6) conflicts of interest because TD and its affiliate TDS act as issuer, hedger and distributor.

The product suits investors seeking high, fixed income in the current rate environment and willing to accept equity downside and issuer credit risk for potential total returns limited to coupon income.

Positive

• High fixed coupon of approximately 13.25 % per annum paid monthly, regardless of share performance until call/maturity.
• 50 % downside barrier offers partial protection compared with direct equity exposure.
• Monthly automatic-call feature may return capital early with accrued coupon, shortening duration in rising-rate scenarios.

Negative

• Full principal loss potential below the 50 % barrier of the worst-performing stock.
• Estimated value (US$935.20) is 6.48 % below the US$1,000 issue price, reflecting fees and structuring costs.
• Illiquidity: notes are unlisted; secondary market, if any, expected at substantial discount with wide bid-ask spreads.
• Issuer credit risk: payments depend solely on TD’s ability to pay; not insured by CDIC or FDIC.
• Complex tax treatment and potential Section 871(m) exposure for non-U.S. investors.
• Single-sector concentration in large-cap technology increases volatility and correlation risk.

Insights

Structured Products Analyst

TL;DR – High 13.25 % coupon, but 50 % barrier means equity-like downside; estimated value 6 % below price.

The note delivers an above-market cash yield that is independent of share performance until an automatic call occurs. Monthly call observations increase the likelihood of an early redemption, effectively capping upside at a few coupons while exposing investors to reinvestment risk. The 50 % barrier provides some downside cushion, yet the ‘worst-of’ structure means a single share breach triggers linear principal losses. The 6.48 % gap between issue price and estimated value, plus 3 % selling concession, underscores cost drag. For TD, the US$300k size is immaterial; for retail investors, complexity and liquidity constraints warrant caution.

Risk Analyst

TL;DR – Principal at risk, single-stock concentration and issuer credit are key vulnerabilities.

Although the coupon compensates for volatility, investors assume correlated exposure to three technology names that historically display high beta and earnings variability. A 50 % drawdown in any name destroys capital irrespective of the others’ performance. The notes are senior unsecured TD debt; any deterioration in TD’s credit spreads would erode secondary pricing. Lack of listing, dealer mark-downs and hedge unwind costs could make exit pricing materially below intrinsic value. Tax treatment is uncertain; holders must track debt-component interest and option premium. Overall risk-adjusted return appears balanced, not compelling.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
07/14/2025

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	07/14/2025		S		45,000(1)	D	$12.4354(2)	5,148,376	I	See Footnote(3)
Class A Common Stock								24,918,585	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 $12.2400 to $12.5700. 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	07/14/2025
	** 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 coupon does TD’s Autocallable Fixed Interest Barrier Note pay?

The note pays US$11.042 per month per US$1,000 face, equal to approximately 13.25 % per annum, until an automatic call or maturity.

When are the TD notes automatically called?

Starting January 11 2026, if each reference share closes at or above its 100 % Call Threshold on any monthly observation date, the notes are automatically redeemed at par plus that month’s coupon.

How much principal protection do investors have?

None. If, at maturity, any share closes below 50 % of its initial value, investors lose 1 % of principal for every 1 % drop in the worst-performing share, up to a total loss.

Why is the estimated value lower than the issue price?

The US$935.20 estimated value reflects internal funding costs, hedging costs and a 3 % underwriting discount, which together lower the note’s theoretical fair value compared with the US$1,000 offer price.

Is there a secondary market for these TD notes?

The notes are not listed on any exchange. TD Securities may provide bid prices, but is not obliged to. Investors should be prepared to hold to call or maturity.