For the transition period from ________ to ________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒    No  ☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒

•our expectations regarding our revenue, annualized renewal run-rate ("ARR"), expenses, and other operating results;

•our ability to effectively manage our growth and achieve or sustain profitability;

•our ability to acquire new customers and successfully retain existing customers;

•the ability of the UiPath Business Automation 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;

•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 automation in general;

•our reliance on key personnel and our ability to attract, integrate, and retain highly-qualified personnel and execute management transitions, including our CEO transition;

•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 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;

•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.

These forward-looking statements should not be unduly relied upon or regarded as predictions of future events. The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q, and in the section titled "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed with the Securities and Exchange Commission ("SEC") on March 27, 2024 (the "2024 Form 10-K"). Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

(unaudited)

			As of
			April 30, 2024						January 31, 2024
ASSETS
Current assets
Cash and cash equivalents			$	1,146,618					$	1,061,678
Restricted cash			438						438
Marketable securities			788,920						818,145
Accounts receivable, net of allowance for credit losses of $1,827 and $1,119, respectively			270,621						436,296
Contract assets			88,146						84,197
Deferred contract acquisition costs			76,309						74,678
Prepaid expenses and other current assets			98,146						104,980
Total current assets			2,469,198						2,580,412
Marketable securities, non-current			962						—
Contract assets, non-current			9,960						6,214
Deferred contract acquisition costs, non-current			145,175						154,317
Property and equipment, net			22,741						23,982
Operating lease right-of-use assets			60,458						56,072
Intangible assets, net			12,577						14,704
Goodwill			88,384						89,026
Deferred tax assets			3,900						4,678
Other assets, non-current			31,621						25,353
Total assets			$	2,844,976					$	2,954,758
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable			$	6,864					$	3,447
Accrued expenses and other current liabilities			84,793						83,997
Accrued compensation and employee benefits			40,663						137,442
Deferred revenue			465,216						486,805
Total current liabilities			597,536						711,691
Deferred revenue, non-current			150,934						161,027
Operating lease liabilities, non-current			62,772						58,713
Other liabilities, non-current			6,730						7,213
Total liabilities			817,972						938,644
Commitments and contingencies (Note 9)
Stockholders' equity
Preferred stock, $0.00001 par value per share, 20,000 shares authorized; none issued and outstanding			—						—
Class A common stock, $0.00001 par value per share, 2,000,000 shares authorized; 496,893 and 492,660 shares issued; 490,115 and 486,820 shares outstanding, respectively			5						5
Class B common stock, $0.00001 par value per share, 115,741 shares authorized; 82,453 shares issued and outstanding			1						1
Treasury stock, at cost, 6,778 and 5,840 shares, respectively			(124,620)						(102,615)
Additional paid-in capital			4,089,795						4,024,079
Accumulated other comprehensive income			4,740						8,825
Accumulated deficit			(1,942,917)						(1,914,181)
Total stockholders’ equity			2,027,004						2,016,114
Total liabilities and stockholders’ equity			$	2,844,976					$	2,954,758

(unaudited)

			Three Months Ended April 30,
			2024						2023
Cash flows from operating activities
Net loss			$	(28,736)					$	(31,901)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			4,902						5,616
Amortization of deferred contract acquisition costs			18,467						14,072
Net amortization on marketable securities			(9,268)						(4,097)
Stock-based compensation expense			88,727						85,048
Charitable donation of Class A common stock			6,564						4,215
Non-cash operating lease expense			3,476						3,071
Provision for deferred income taxes			569						(267)
Other non-cash (credits) charges, net			(966)						624
Changes in operating assets and liabilities:
Accounts receivable			162,444						141,557
Contract assets			(7,645)						660
Deferred contract acquisition costs			(12,437)						(15,499)
Prepaid expenses and other assets			(803)						(5,860)
Accounts payable			3,936						(2,130)
Accrued expenses and other liabilities			(4,195)						(10,547)
Accrued compensation and employee benefits			(96,403)						(93,390)
Operating lease liabilities, net			(3,912)						(2,946)
Deferred revenue			(24,683)						(20,885)
Net cash provided by operating activities			100,037						67,341
Cash flows from investing activities
Purchases of marketable securities			(323,137)						(215,391)
Maturities of marketable securities			360,141						78,955
Purchases of property and equipment			(1,238)						(1,870)
Other investing, net			—						2,754
Net cash provided by (used in) investing activities			35,766						(135,552)
Cash flows from financing activities
Repurchases of Class A common stock			(22,005)						—
Proceeds from exercise of stock options			312						1,187
Payments of tax withholdings on net settlement of equity awards			(28,959)						(25,902)
Net payments of tax withholdings on sell-to-cover equity award transactions			—						(645)
Proceeds from employee stock purchase plan contributions			4,916						4,730
Net cash used in financing activities			(45,736)						(20,630)
Effect of exchange rate changes			(5,127)						(1,702)
Net increase (decrease) in cash, cash equivalents, and restricted cash			84,940						(90,543)
Cash, cash equivalents, and restricted cash - beginning of period			1,062,116						1,402,119
Cash, cash equivalents, and restricted cash - end of period			$	1,147,056					$	1,311,576
Supplemental disclosure of cash flow information
Cash paid for interest			$	45					$	86
Cash paid for income taxes			7,391						6,218
Supplemental disclosure of non-cash investing and financing activities
Property and equipment purchases included in accounts payable			50						65
Receivable from maturities of marketable securities included in prepaid expense and other current assets			—						20,315
Tax withholdings on net settlement of restricted stock units, accrued but not yet paid			4,304						1,996