UiPath grants COO 1.13M performance stock units

UiPath’s COO received a large performance-based PSU grant tied to multi-year stock price hurdles and service-based vesting through 2031.

Rhea-AI Filing Summary

UiPath, Inc. (symbol: PATH) is the issuer of record for a Form 4 filing submitted to the SEC. Gupta Ashim reported acquisition or exercise transactions in this Form 4 filing.

UiPath, Inc. (PATH) reported that its Chief Operating Officer, Ashim Gupta, received an equity award of 1,125,000 performance-based restricted stock units (PSUs) of Class A Common Stock on September 3, 2026. This grant increased his directly held shares to 2,154,716 shares.

Each PSU represents a contingent right to one share, subject to achieving two stock price hurdles based on a 90-trading-day trailing average and to continuous service. One tranche (33%) may be earned during a three-year period ending July 31, 2029, and the remaining 67% during a five-year period ending July 31, 2031, with service-based vesting of 1/12th of each tranche quarterly over three years.

Insider Trade Summary

Grant/Award: 1,125,000 shares

Grant/Award 1 txn

Insider Gupta Ashim

Role COO

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1, F2	1,125,000	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 2,154,716 shares (Direct)

Footnotes (2)

1. F1. Includes 1,125,000 performance-based restricted stock units (PSUs). Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock (the "Common Stock") upon settlement.
2. F2. The PSUs are subject to the achievement of two stock price hurdles, measured based on the trailing average of the closing price per share of the Common Stock, as reported on the New York Stock Exchange, over a period of 90 consecutive trading days. 33% of the PSUs are subject to one stock price hurdle, which may be achieved during the three-year measurement period ending July 31, 2029. 67% of the PSUs are subject to a higher stock price hurdle, which may be achieved during the five-year measurement period ending July 31, 2031, in each case subject to continuous service through the applicable achievement date. The service-based vesting requirement is satisfied as to 1/12th of each tranche on the first day of each calendar quarter over the three-year period following the grant date, subject to continuous service through each vesting date.

Key Figures

PSUs granted: 1,125,000 PSUs Shares following transaction: 2,154,716 shares Service-based vesting period: 3 years +4 more

7 metrics

PSUs granted 1,125,000 PSUs Performance-based restricted stock units granted on September 3, 2026

Shares following transaction 2,154,716 shares Direct Class A Common Stock holdings after the grant

Service-based vesting period 3 years 1/12th of each PSU tranche vests quarterly over three years after grant

First PSU measurement period end July 31, 2029 End of three-year period for the 33% PSU stock price hurdle

Second PSU measurement period end July 31, 2031 End of five-year period for the remaining 67% PSU stock price hurdle

PSU tranche split 33% / 67% Portion of PSUs tied to lower and higher stock price hurdles, respectively

Trading days in price measurement 90 trading days Trailing average of closing price used to test stock price hurdles

Key Terms

performance-based restricted stock units, stock price hurdles, trailing average, 90 consecutive trading days, +1 more

5 terms

performance-based restricted stock units financial

"Includes 1,125,000 performance-based restricted stock units (PSUs)."

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

stock price hurdles financial

"The PSUs are subject to the achievement of two stock price hurdles,"

"Stock price hurdles" are specific price levels that investors watch closely because reaching them can signal a potential change in the stock's future. Think of them like checkpoints in a video game; once the stock hits these levels, it might trigger new buying or selling activity, affecting whether the price goes up or down.

trailing average financial

"measured based on the trailing average of the closing price per share"

90 consecutive trading days financial

"over a period of 90 consecutive trading days."

continuous service financial

"in each case subject to continuous service through the applicable"

FAQ

What equity award did UiPath (PATH) grant to its COO Ashim Gupta?

UiPath granted Ashim Gupta 1,125,000 performance-based restricted stock units (PSUs) of Class A Common Stock on September 3, 2026. Each PSU gives a contingent right to receive one share upon settlement if performance and service conditions are met.

How did this Form 4 transaction change the COO’s UiPath (PATH) holdings?

Following the grant, Ashim Gupta directly holds 2,154,716 shares of UiPath Class A Common Stock. The reported transaction reflects the addition of 1,125,000 PSUs tied to future performance and service conditions.

What performance conditions apply to the UiPath (PATH) PSUs granted to the COO?

The PSUs are tied to two stock price hurdles, each measured using the 90 consecutive trading-day trailing average of UiPath’s closing share price on the New York Stock Exchange. Meeting these hurdles within specified three-year and five-year measurement periods is required.

Over what periods can the UiPath (PATH) PSU stock price hurdles be achieved?

For the COO’s PSUs, 33% are tied to a stock price hurdle that may be achieved during the three-year period ending July 31, 2029, and 67% to a higher hurdle that may be achieved during the five-year period ending July 31, 2031.

How do the service-based vesting terms work for the UiPath (PATH) COO’s PSUs?

The service-based vesting requirement is satisfied as to 1/12th of each PSU tranche on the first day of each calendar quarter over the three-year period following the grant date, subject to continuous service through each vesting date and achievement of the applicable stock price hurdle.

Were the UiPath (PATH) COO’s PSU grants made under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported for this grant, meaning it is not disclosed as being made pursuant to a pre-arranged 10b5-1 plan.

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Available on EDGAR 09/03/2026 - 07:31 PM Accepted by SEC EDGAR 09/03/2026 - 07:30 PM Learn about SEC filing dates

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).

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^*

Gupta Ashim

(Last) (First) (Middle)

C/O UIPATH, INC., ONE VANDERBILT AVENUE

60TH FLOOR

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

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

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

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

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	09/03/2026		A		1,125,000(1)(2)	A	$0.00	2,154,716	D

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. Includes 1,125,000 performance-based restricted stock units (PSUs). Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock (the "Common Stock") upon settlement.

2. The PSUs are subject to the achievement of two stock price hurdles, measured based on the trailing average of the closing price per share of the Common Stock, as reported on the New York Stock Exchange, over a period of 90 consecutive trading days. 33% of the PSUs are subject to one stock price hurdle, which may be achieved during the three-year measurement period ending July 31, 2029. 67% of the PSUs are subject to a higher stock price hurdle, which may be achieved during the five-year measurement period ending July 31, 2031, in each case subject to continuous service through the applicable achievement date. The service-based vesting requirement is satisfied as to 1/12th of each tranche on the first day of each calendar quarter over the three-year period following the grant date, subject to continuous service through each vesting date.

Remarks:

	/s/ Brad Brubaker, Attorney-in-Fact	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)