September 6, 2024 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________

FORM 10-Q

___________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-40348

___________________________________________

UiPath, Inc.

(Exact Name of Registrant as Specified in its Charter)

___________________________________________


Delaware			47-4333187
(State or other jurisdiction of incorporation or organization)			(I.R.S. 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

___________________________________________

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 (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 ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

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

As of September 3, 2024, the registrant had 467,504,776 shares of Class A common stock and 82,452,748 shares of Class B common stock, each with a par value of $0.00001 per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Loss	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	45
Item 6.	Exhibits	46
Signatures		47

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), about UiPath, Inc. and its consolidated subsidiaries (“UiPath,” the “Company,” “we,” “us,” or “our”) and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•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 Chief Executive Officer ("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.

In addition, statements that “we believe,” and similar statements reflect our beliefs and opinions on the relevant subject, based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. Such statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

UiPath, Inc.

Condensed Consolidated Balance Sheets

Amounts in thousands except per share data

(unaudited)


	As of
	July 31, 2024		January 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	939,313	$	1,061,678
Restricted cash	438		438
Marketable securities	804,061		818,145
Accounts receivable, net of allowance for credit losses of $2,164 and $1,119, respectively	267,706		436,296
Contract assets	101,107		84,197
Deferred contract acquisition costs	76,653		74,678
Prepaid expenses and other current assets	85,056		104,980
Total current assets	2,274,334		2,580,412

Contract assets, non-current	9,232		6,214
Deferred contract acquisition costs, non-current	146,564		154,317
Property and equipment, net	22,040		23,982
Operating lease right-of-use assets	71,033		56,072
Intangible assets, net	11,025		14,704
Goodwill	89,530		89,026
Deferred tax assets	3,763		4,678
Other assets, non-current	73,812		25,353
Total assets	$	2,701,333	$	2,954,758
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	9,910	$	3,447
Accrued expenses and other current liabilities	82,640		83,997
Accrued compensation and employee benefits	77,444		137,442
Deferred revenue	462,509		486,805
Total current liabilities	632,503		711,691
Deferred revenue, non-current	150,346		161,027
Operating lease liabilities, non-current	78,166		58,713
Other liabilities, non-current	6,737		7,213
Total liabilities	867,752		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; 501,162 and 492,660 shares issued; 478,058 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, 23,104 and 5,840 shares, respectively	(322,047)		(102,615)
Additional paid-in capital	4,176,531		4,024,079
Accumulated other comprehensive income	8,105		8,825
Accumulated deficit	(2,029,014)		(1,914,181)
Total stockholders’ equity	1,833,581		2,016,114
Total liabilities and stockholders’ equity	$	2,701,333	$	2,954,758

The accompanying notes are an integral part of these condensed consolidated financial statements.

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UiPath, Inc.

Condensed Consolidated Statements of Operations

Amounts in thousands except per share data

(unaudited)


	Three Months Ended July 31,				Six Months Ended July 31,
	2024		2023		2024		2023
Revenue:
Licenses	$	112,251	$	119,300	$	252,379	$	253,339
Subscription services	194,673		159,999		379,804		306,351
Professional services and other	9,329		8,011		19,182		17,208
Total revenue	316,253		287,310		651,365		576,898
Cost of revenue:
Licenses	2,393		3,008		4,994		5,555
Subscription services	43,529		26,777		80,283		49,855
Professional services and other	17,398		19,202		33,368		37,244
Total cost of revenue	63,320		48,987		118,645		92,654
Gross profit	252,933		238,323		532,720		484,244
Operating expenses:
Sales and marketing	194,330		169,725		374,469		330,131
Research and development	98,433		86,606		184,036		161,948
General and administrative	63,519		59,577		127,029		116,161
Total operating expenses	356,282		315,908		685,534		608,240
Operating loss	(103,349)		(77,585)		(152,814)		(123,996)
Interest income	13,370		13,582		27,200		27,430
Other income, net	7,710		7,472		18,389		11,766
Loss before income taxes	(82,269)		(56,531)		(107,225)		(84,800)
Provision for income taxes	3,828		3,830		7,608		7,462
Net loss	$	(86,097)	$	(60,361)	$	(114,833)	$	(92,262)


Net loss per share, basic and diluted	$	(0.15)	$	(0.11)	$	(0.20)	$	(0.16)
Weighted-average shares used in computing net loss per share, basic and diluted	568,042		562,883		568,973		560,422

The accompanying notes are an integral part of these condensed consolidated financial statements.

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UiPath, Inc.

Condensed Consolidated Statements of Comprehensive Loss

Amounts in thousands

(unaudited)


	Three Months Ended July 31,				Six Months Ended July 31,
	2024		2023		2024		2023
Net loss	$	(86,097)	$	(60,361)	$	(114,833)	$	(92,262)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on available-for-sale marketable securities, net	482		(161)		(29)		(18)
Foreign currency translation adjustments	2,883		1,593		(691)		3,912
Other comprehensive income (loss), net	3,365		1,432		(720)		3,894
Comprehensive loss	$	(82,732)	$	(58,929)	$	(115,553)	$	(88,368)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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UiPath, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

Amounts in thousands

(unaudited)


	Common Stock						Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Class A			Class B
	Shares	Amount		Shares	Amount		Shares	Amount		Amount		Amount		Amount		Amount
Balance as of January 31, 2024	492,660	$	5	82,453	$	1	(5,840)	$	(102,615)	$	4,024,079	$	8,825	$	(1,914,181)	$	2,016,114
Issuance of common stock upon exercise of stock options	1,426	—		—	—		—	—		311		—		—		311

Issuance of common stock upon settlement of restricted stock units	3,843	—		—	—		—	—		—		—		—		—
Tax withholdings on settlement of restricted stock units	(1,317)	—		—	—		—	—		(29,944)		—		—		(29,944)
Charitable donation of Class A common stock	281	—		—	—		—	—		6,564		—		—		6,564
Repurchase of Class A Common Stock	—	—		—	—		(938)	(22,005)		—		—		—		(22,005)
Stock-based compensation	—	—		—	—		—	—		88,785		—		—		88,785
Other comprehensive loss, net	—	—		—	—		—	—		—		(4,085)		—		(4,085)
Net loss	—	—		—	—		—	—		—		—		(28,736)		(28,736)
Balance as of April 30, 2024	496,893	$	5	82,453	$	1	(6,778)	$	(124,620)	$	4,089,795	$	4,740	$	(1,942,917)	$	2,027,004
Issuance of common stock upon exercise of stock options	727	—		—	—		—	—		331		—		—		331
Issuance of common stock upon settlement of restricted stock units	3,970	—		—	—		—	—		—		—		—		—
Vesting of early exercised stock options	—	—		—	—		—	—		1		—		—		1
Tax withholdings on settlement of restricted stock units	(1,293)	—		—	—		—	—		(16,727)		—		—		(16,727)
Repurchase of Class A Common Stock	—	—		—	—		(16,326)	(197,427)		—		—		—		(197,427)
Issuance of common stock under employee stock purchase plan	865	—		—	—		—	—		8,824		—		—		8,824
Stock-based compensation	—	—		—	—		—	—		94,307		—		—		94,307
Other comprehensive income, net	—	—		—	—		—	—		—		3,365		—		3,365
Net loss	—	—		—	—		—	—		—		—		(86,097)		(86,097)
Balance as of July 31, 2024	501,162	$	5	82,453	$	1	(23,104)	$	(322,047)	$	4,176,531	$	8,105	$	(2,029,014)	$	1,833,581

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	Common Stock						Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Class A			Class B
	Shares	Amount		Shares	Amount		Shares	Amount		Amount		Amount		Amount		Amount
Balance as of January 31, 2023	474,160	$	5	82,453	$	1	—	$	—	$	3,736,838	$	7,612	$	(1,824,298)	$	1,920,158
Issuance of common stock upon exercise of stock options	898	—		—	—		—	—		1,175		—		—		1,175
Issuance of common stock upon settlement of restricted stock units	4,246	—		—	—		—	—		—		—		—		—
Tax withholdings on settlement of restricted stock units	(1,463)	—		—	—		—	—		(25,697)		—		—		(25,697)
Charitable donations of Class A common stock	281	—		—	—		—	—		4,215		—		—		4,215
Stock-based compensation	—	—		—	—		—	—		85,125		—		—		85,125
Other comprehensive income, net	—	—		—	—		—	—		—		2,462		—		2,462
Net loss	—	—		—	—		—	—		—		—		(31,901)		(31,901)
Balance as of Balance as of April 30, 2023	478,122	$	5	82,453	$	1	—	$	—	$	3,801,656	$	10,074	$	(1,856,199)	$	1,955,537
Issuance of common stock upon exercise of stock options	1,824	—		—	—		—	—		2,717		—		—		2,717
Issuance of common stock upon settlement of restricted stock units	5,026	—		—	—		—	—		—		—		—		—
Tax withholdings on settlement of restricted stock units	(1,676)	—		—	—		—	—		(27,420)		—		—		(27,420)
Issuance of common stock under employee stock purchase plan	832	—		—	—		—	—		9,313		—		—		9,313
Stock-based compensation	—	—		—	—		—	—		102,148		—		—		102,148
Other comprehensive income, net	—	—		—	—		—	—		—		1,432		—		1,432
Net loss	—	—		—	—		—	—		—		—		(60,361)		(60,361)
Balance as of July 31, 2023	484,128	$	5	82,453	$	1	—	$	—	$	3,888,414	$	11,506	$	(1,916,560)	$	1,983,366

The accompanying notes are an integral part of these condensed consolidated financial statements.

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UiPath, Inc.

Condensed Consolidated Statements of Cash Flows

Amounts in thousands

(unaudited)


	Six Months Ended July 31,
	2024		2023
Cash flows from operating activities
Net loss	$	(114,833)	$	(92,262)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	9,483		11,160
Amortization of deferred contract acquisition costs	39,392		31,229
Net amortization on marketable securities	(18,527)		(10,745)
Stock-based compensation expense	183,032		187,145
Charitable donation of Class A common stock	6,564		4,215
Non-cash operating lease expense	7,562		6,299
Provision for deferred income taxes	752		(57)

Other non-cash (credits) charges, net	(573)		965
Changes in operating assets and liabilities:
Accounts receivable	165,781		147,725
Contract assets	(19,773)		(9,455)
Deferred contract acquisition costs	(33,898)		(36,389)
Prepaid expenses and other assets	6,314		(6,679)
Accounts payable	6,774		(6,033)
Accrued expenses and other liabilities	7,018		(4,229)
Accrued compensation and employee benefits	(59,799)		(74,184)
Operating lease liabilities, net	(6,983)		(7,532)
Deferred revenue	(31,873)		(29,547)
Net cash provided by operating activities	146,413		111,626
Cash flows from investing activities
Purchases of marketable securities	(697,765)		(709,199)

Maturities of marketable securities	730,337		338,644
Purchases of property and equipment	(2,656)		(2,876)
Purchases of investments	(35,809)		—
Other investing, net	—		2,754
Net cash used in investing activities	(5,893)		(370,677)
Cash flows from financing activities
Repurchases of Class A common stock	(218,752)		—
Proceeds from exercise of stock options	643		3,904
Payments of tax withholdings on net settlement of equity awards	(45,949)		(52,832)
Net receipts (payments) of tax withholdings on sell-to-cover equity award transactions	99		(679)
Proceeds from employee stock purchase plan contributions	8,642		9,643
Payment of deferred consideration related to business acquisition	(5,570)		(5,863)

Net cash used in financing activities	(260,887)		(45,827)
Effect of exchange rate changes	(1,998)		(2,943)
Net decrease in cash, cash equivalents, and restricted cash	(122,365)		(307,821)
Cash, cash equivalents, and restricted cash - beginning of period	1,062,116		1,402,119
Cash, cash equivalents, and restricted cash - end of period	$	939,751	$	1,094,298
Supplemental disclosure of cash flow information
Cash paid for interest	$	309	$	413
Cash paid for income taxes	12,054		7,234
Supplemental disclosure of non-cash investing and financing activities


Property and equipment purchases included in accounts payable	149		—


Tax withholdings on net settlement of restricted stock units, accrued but not yet paid	4,069		2,466

The accompanying notes are an integral part of these consolidated financial statements.

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Organization and Description of Business

Description of Business

UiPath, Inc. (the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in June 2015 and is headquartered in New York, New York. Our AI-powered UiPath Business Automation Platform offers a robust set of capabilities that allows our customers to discover opportunities for automation, automate using a digital workforce that seamlessly collaborates with humans, and operate a mission critical automation program at scale.

2. Summary of Significant Accounting Policies

Our significant accounting policies are discussed in greater scope and detail in Note 2, Summary of Significant Accounting Policies, in the notes to consolidated financial statements included in the 2024 Form 10-K. There have been no significant changes to such policies during the six months ended July 31, 2024.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable regulations of the SEC regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP may be condensed or omitted. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the accompanying notes thereto for the fiscal year ended January 31, 2024, which are included in the 2024 Form 10-K.

The unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair presentation of our financial information. The unaudited condensed consolidated financial statements include the financial statements of UiPath, Inc. and its subsidiaries in which we hold a controlling financial interest. Intercompany transactions and accounts have been eliminated in consolidation.

The results of operations for the six months ended July 31, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending January 31, 2025 or for any other future interim or annual period.

Fiscal Year

Our fiscal year ends on January 31. References to fiscal year 2025, for example, refer to the fiscal year ending January 31, 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities at the balance sheet date and the amounts of revenue and expenses reported during the period. We evaluate estimates based on historical and anticipated results, trends, and various other assumptions. Such estimates include, but are not limited to, certain aspects of revenue recognition, expected period of benefit for deferred contract acquisition costs, allowance for credit losses, fair value of financial assets and liabilities, fair value of acquired assets and assumed liabilities, useful lives of long-lived assets, capitalized software development costs, carrying value of operating lease right-of-use (“ROU”) assets and operating lease liabilities, incremental borrowing rates for operating leases, amount of stock-based compensation expense, timing and amount of contingencies, costs related to our restructuring actions, uncertain tax positions, and valuation allowance for deferred income taxes. Actual results could differ from these estimates and assumptions.

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Foreign Currency

The functional currency of our non-U.S. subsidiaries is the local currency. Asset and liability balances denominated in non-U.S. dollar currencies are translated into U.S. dollars using period-end exchange rates, while revenue and expenses are translated using average monthly exchange rates. Differences are included in stockholders’ equity as a component of accumulated other comprehensive income. Financial assets and liabilities denominated in currencies other than the functional currency are recorded at the exchange rate at the time of the transaction and subsequent gains and losses related to changes in the foreign currency are included in other income, net in the condensed consolidated statements of operations. For the three months ended July 31, 2024 and 2023, we recognized foreign currency transaction losses of $(0.6) million and $(0.6) million, respectively. For the six months ended July 31, 2024 and 2023, we recognized foreign currency transaction gains (losses) of $2.2 million and $(1.4) million, respectively.

Concentration of Risks

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, marketable securities, and accounts receivable.

We maintain our cash balance at financial institutions that management believes are high-credit, quality financial institutions, where our deposits, at times, exceed Federal Deposit Insurance Corporation (“FDIC”) limits. As of July 31, 2024 and January 31, 2024, 90% and 91%, respectively, of our cash and cash equivalents were concentrated in the U.S., European Union (“EU”) countries, and Japan.

The selection of investments in marketable securities is governed by our investment policy. The policy aims to emphasize principles of safety and liquidity, with the overall objective of earning an attractive rate of return while limiting exposure to risk of loss and avoiding inappropriate concentrations. We use this policy to guide our investment decisions as it stipulates, among other things, a list of eligible investment types, minimum ratings and other restrictions for each type, and overall portfolio composition constraints.

With regard to accounts receivable, we extend differing levels of credit to customers based on creditworthiness, do not require collateral deposits, and when necessary maintain reserves for potential credit losses based upon the expected collectability of accounts receivable. We manage credit risk related to our customers by performing periodic evaluations of creditworthiness and applying other credit risk monitoring procedures. Significant customers are those that represent 10% or more of our total revenue for the period or accounts receivable at the balance sheet date. For the three and six months ended July 31, 2024 and 2023, no single customer accounted for 10% or more of our total revenue. As of July 31, 2024 and January 31, 2024, no single customer accounted for 10% or more of our accounts receivable.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU No. 2023-07 is intended to improve reportable segments disclosures requirements, primarily through enhanced disclosures about significant segment expenses. ASU No. 2023-07 will be effective for us for annual periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this pronouncement on our condensed consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU No. 2023-09 will require additional tax disclosures, predominantly related to the effective income tax rate reconciliation and income taxes paid. ASU No. 2023-09 will be effective for us for annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this pronouncement on our condensed consolidated financial statements.

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

3. Revenue Recognition

Disaggregation of Revenue

The following tables summarize revenue by geographical region (dollars in thousands):


	Three Months Ended July 31,
	2024				2023
	Amount		Percentage of Revenue		Amount		Percentage of Revenue
Americas (1)	$	150,591	48	%	$	139,718	49	%
Europe, Middle East, and Africa	97,989		31	%	81,009		28	%
Asia-Pacific (2)	67,673		21	%	66,583		23	%
Total revenue	$	316,253	100	%	$	287,310	100	%

(1)Revenue from the U.S. represented 43% and 44% of our total revenues for the three months ended July 31, 2024 and 2023, respectively.

(2)Revenue from Japan represented 9% and 10% of our total revenues for the three months ended July 31, 2024 and 2023, respectively.


	Six Months Ended July 31,
	2024				2023
	Amount		Percentage of Revenue		Amount		Percentage of Revenue
Americas (1)	$	303,702	47	%	$	263,170	46	%
Europe, Middle East, and Africa	202,616		31	%	177,940		31	%
Asia-Pacific (2)	145,047		22	%	135,788		23	%
Total revenue	$	651,365	100	%	$	576,898	100	%

(1)Revenue from the U.S. represented 42% and 41% of our total revenues for the six months ended July 31, 2024 and 2023, respectively.

(2)Revenue from Japan represented 11% and 11% of our total revenues for the six months ended July 31, 2024 and 2023, respectively.

Deferred Revenue

During the six months ended July 31, 2024 and 2023, we recognized $309.0 million and $254.8 million of revenue that was included in the deferred revenue balance as of January 31, 2024 and 2023, respectively.

Remaining Performance Obligations

Our remaining performance obligations are comprised of licenses, subscription services, and professional services and other revenue not yet delivered. As of July 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $1,081.3 million, which consists of $612.9 million of billed consideration and $468.4 million of unbilled consideration. We expect to recognize 63% of our remaining performance obligations as revenue over the next 12 months, and the remainder thereafter.

Deferred Contract Acquisition Costs

Our deferred contract acquisition costs are comprised of sales commissions that represent incremental costs to obtain customer contracts, and are determined based on sales compensation plans. Amortization of deferred contract acquisition costs was $20.9 million and $17.1 million for the three months ended July 31, 2024, and 2023, respectively, and $39.4 million and $31.2 million for the six months ended July 31, 2024 and 2023, respectively, and is recorded in sales and marketing expense in the condensed consolidated statements of operations.

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

4. Marketable Securities

The following is a summary of our marketable securities (in thousands):


	As of July 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Commercial paper	$	3,896	$	—	$	—	$	3,896
Treasury bills and U.S. government securities(1)	684,481		23		(102)		684,402
Corporate bonds	93,974		—		(39)		93,935

Agency bonds	21,839		—		(11)		21,828
Total marketable securities	$	804,190	$	23	$	(152)	$	804,061
(1) Additional treasury bills with both amortized cost and estimated fair value of $29.9 million are included in cash and cash equivalents due to their original maturity of three months or less.


	As of January 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

Treasury bills and U.S. government securities	641,263		29		(100)		641,192
Corporate bonds	1,993		—		(2)		1,991

Agency bonds	174,990		—		(28)		174,962
Total marketable securities	$	818,246	$	29	$	(130)	$	818,145

As of July 31, 2024 and January 31, 2024, none of our marketable securities had remaining contractual maturities of one year or more.

As of July 31, 2024 and January 31, 2024, $3.6 million and $3.3 million, respectively, of interest receivable was included in prepaid expenses and other current assets on the condensed consolidated balance sheets. We did not recognize an allowance for credit losses against interest receivable as of July 31, 2024 and January 31, 2024.

Unrealized losses during the periods presented are a result of changes in market conditions. We do not believe that any unrealized losses are attributable to credit-related factors based on our evaluation of available evidence. To determine whether a decline in value is related to credit loss, we evaluate, among other factors, the extent to which the fair value is less than the amortized cost basis and any adverse conditions specifically related to an issuer of a security or its industry.

5. Fair Value Measurement

The following tables present the fair value hierarchy of our financial assets measured at fair value on a recurring basis as of July 31, 2024 and January 31, 2024 (in thousands):


	As of July 31, 2024
	Level 1		Level 2		Level 3		Total

Money market	$	407,805	$	—	$	—	$	407,805
Treasury bills	29,886		—		—		29,886


Total cash equivalents	437,691		—		—		437,691
Commercial paper	—		3,896		—		3,896
Treasury bills and U.S. government securities	684,402		—		—		684,402
Corporate bonds	—		93,935		—		93,935

Agency bonds	21,828		—		—		21,828
Total marketable securities	706,230		97,831		—		804,061
Other investments carried at fair value	—		—		12,074		12,074
Total	$	1,143,921	$	97,831	$	12,074	$	1,253,826

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)


	As of January 31, 2024
	Level 1		Level 2		Level 3		Total

Money market	$	509,053	$	—	$	—	$	509,053

Total cash equivalents	509,053		—		—		509,053

Treasury bills and U.S. government securities	641,192		—		—		641,192
Corporate bonds	—		1,991		—		1,991

Agency bonds	174,962		—		—		174,962
Total marketable securities	816,154		1,991		—		818,145
Total	$	1,325,207	$	1,991	$	—	$	1,327,198

Our money market funds, treasury bills and U.S. government securities, and agency bonds are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. We classify commercial paper and corporate bonds as Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. Other investments carried at fair value, which consist of convertible bonds of private company H.AI (the "H company") purchased during the three months ended July 31, 2024, are classified as Level 3 because their valuation relies on significant unobservable inputs. None of our financial instruments were classified in the Level 3 category as of January 31, 2024.

6. Intangible Assets and Goodwill

Intangible Assets, Net

Acquired intangible assets, net consisted of the following as of July 31, 2024 (dollars in thousands):


	Intangible Assets, Gross		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Remaining Useful Life (years)
Developed technology	$	28,954	$	(19,793)	$	9,161	2.5
Customer relationships	8,312		(7,181)		1,131		1.0
Trade names and trademarks	271		(271)		—		0.0
Other intangibles	1,231		(498)		733		6.7
Total	$	38,768	$	(27,743)	$	11,025

Acquired intangible assets, net consisted of the following as of January 31, 2024 (dollars in thousands):


	Intangible Assets, Gross		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Remaining Useful Life (years)
Developed technology	$	28,807	$	(16,881)	$	11,926	2.8
Customer relationships	8,266		(6,306)		1,960		1.3
Trade names and trademarks	272		(266)		6		0.2
Other intangibles	1,231		(419)		812		7.0
Total	$	38,576	$	(23,872)	$	14,704

We record amortization expense associated with acquired developed technology in cost of licenses revenue and cost of subscription services revenue, trade names and trademarks in sales and marketing expense, customer relationships in sales and marketing expense, and other intangibles in general and administrative expense in the condensed consolidated statements of operations. Amortization of acquired intangible assets was $1.8 million and $2.2 million for the three months ended July 31, 2024 and 2023, respectively, and $3.8 million and $4.3 million for the six months ended July 31, 2024 and 2023, respectively.

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Expected future amortization expense related to intangible assets was as follows as of July 31, 2024 (in thousands):


	Amount
Remainder of year ending January 31, 2025	$	2,925
Year ending January 31,
2026	4,142
2027	2,478
2028	1,178
2029	101
Thereafter	201
Total	$	11,025

Goodwill

Changes in the carrying amount of goodwill during the six months ended July 31, 2024 were as follows (in thousands):


	Carrying Amount
Balance as of January 31, 2024	$	89,026

Effect of foreign currency translation	504
Balance as of July 31, 2024	$	89,530

7. Operating Leases

Our operating leases consist of real estate and vehicles and have remaining lease terms of one year to 14 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that we will exercise those options. Our operating lease arrangements do not contain any material restrictive covenants or residual value guarantees.

Lease costs are presented below (in thousands):


	Three Months Ended July 31,				Six Months Ended July 31,
	2024		2023		2024		2023
Operating lease cost	$	4,086	$	3,228	$	7,562	$	6,299
Short-term lease cost	1,024		1,320		2,147		2,620
Variable lease cost	411		525		934		1,146
Sublease income (1)	—		(533)		—		(1,065)
Total	$	5,521	$	4,540	$	10,643	$	9,000

(1) Included in other income, net in the condensed consolidated statements of operations.

The following table represents the weighted-average remaining lease term and discount rate as of the periods presented:


	As of
	July 31, 2024		January 31, 2024
Weighted-average remaining lease term (years)	10.4		10.7
Weighted-average discount rate	7.7	%	7.1	%

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Future undiscounted lease payments for our operating lease liabilities as of July 31, 2024 were as follows (in thousands):


	Amount
Remainder of year ending January 31, 2025	$	2,369
Year ending January 31,
2026	14,504
2027	14,367
2028	12,979
2029	9,661
Thereafter	65,646
Total operating lease payments	119,526
Less: imputed interest	(36,922)
Total operating lease liabilities	$	82,604

As of July 31, 2024, we had non-cancellable commitments in the amount of $0.8 million related to operating leases of real estate facilities that have not yet commenced.

Current operating lease liabilities of $4.4 million and $8.4 million were included in accrued expenses and other current liabilities on our condensed consolidated balance sheets as of July 31, 2024 and January 31, 2024, respectively.

Supplemental cash flow information related to leases for the three and six months ended July 31, 2024 and 2023 was as follows (in thousands):


	Three Months Ended July 31,				Six Months Ended July 31,
	2024		2023		2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	3,665	$	3,545	$	7,318	$	6,160
Operating lease ROU assets obtained in exchange for new operating lease liabilities	12,748		2,688		19,792		4,681

8. Condensed Consolidated Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	As of
	July 31, 2024		January 31, 2024
Prepaid expenses and service credits	$	59,363	$	87,781
Other current assets	25,693		17,199
Prepaid expenses and other current assets	$	85,056	$	104,980

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	As of
	July 31, 2024		January 31, 2024
Computers and equipment	$	23,976	$	23,767
Leasehold improvements	26,262		21,756
Furniture and fixtures	6,931		6,640
Construction in progress	1,727		4,560
Other	644		632
Property and equipment, gross	59,540		57,355
Less: accumulated depreciation	(37,500)		(33,373)
Property and equipment, net	$	22,040	$	23,982

Depreciation expense for the three months ended July 31, 2024 and 2023 was $2.3 million and $2.8 million, respectively. Depreciation expense for the six months ended July 31, 2024 and 2023 was $4.6 million and $5.8 million, respectively.

Other Assets, Non-Current

As of July 31, 2024 and January 31, 2024, other assets, non-current included $25.4 million and $1.5 million, respectively, related to equity investments in private companies without readily determinable fair values. As a measurement alternative, these investments are reported at cost and are assessed periodically to determine whether their carrying value must be adjusted for observable changes in price or indicators of impairment.

As of July 31, 2024, other assets, non-current also included $12.1 million related to private-company convertible bonds, which are carried at fair value. Refer to Note 5, Fair Value Measurement for further information.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	As of
	July 31, 2024		January 31, 2024
Accrued expenses	$	34,700	$	18,458
Withholding tax from employee equity transactions	4,100		3,277
Employee stock purchase plan withholdings	3,408		3,618
Payroll taxes and other benefits payable	7,898		3,888
Income taxes payable	7,406		7,140
Value-added taxes payable	655		6,480
Operating lease liabilities, current	4,438		8,357
Loan note related to fiscal year 2023 acquisition of Re:Infer LTD (paid July 29, 2024)	—		5,570
Rebates payable to partners	7,817		7,289
Other	12,218		19,920
Accrued expenses and other current liabilities	$	82,640	$	83,997

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

9. Commitments and Contingencies

Letters of Credit

We had a total of $2.8 million and $2.6 million in letters of credit outstanding in favor of certain landlords for office space as of July 31, 2024 and January 31, 2024, respectively. These letters of credit renew annually and expire on various dates through fiscal year 2026.

Indemnification

In the ordinary course of business, we may provide indemnification of varying scope and terms to customers, vendors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties.

These indemnification provisions may survive termination of the underlying agreement and the potential amount of future payments we could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments we could be required to make under these indemnification provisions is indeterminable. As of July 31, 2024 and January 31, 2024, we have not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements was remote.

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Workforce Restructuring

On July 8, 2024, our board of directors approved restructuring actions to manage our operating expenses. These changes reflect efforts to reshape the organization by streamlining our structure, particularly in operational and corporate functions, to better prioritize our go-to-market investments and focus our research and development investments on artificial intelligence ("AI") and driving innovation across our platform.

For the six months ended July 31, 2024, we incurred $12.6 million of expense associated with employee termination benefits in connection with these restructuring actions.

The following table shows the total amount incurred, and the liability, which is recorded in accrued compensation and employee benefits in the condensed consolidated balance sheets, for restructuring-related employee termination benefits as of July 31, 2024 (in thousands):


	Employee Termination Benefits
Accrued restructuring costs as of January 31, 2024(1)	$	335
Restructuring costs incurred during the six months ended July 31, 2024	12,612
Amount paid during the six months ended July 31, 2024	(2,762)
Accrued restructuring costs as of July 31, 2024	$	10,185
(1) Opening balance relates to our fiscal 2023 workforce restructuring actions, which were concluded during the second quarter of fiscal year 2024.

The following table shows the total restructuring costs incurred during the six months ended July 31, 2024 (in thousands):


	Employee Termination Benefits
Cost of subscription services revenue	$	318
Cost of professional services and other revenue	126
Sales and marketing	7,971
Research and development	1,681
General and administrative	2,516
Total	$	12,612

Defined Contribution Plans

We sponsor retirement plans for qualifying employees, including a 401(k) plan in the U.S. and defined contribution plans in certain other countries, to which we make matching contributions. Our total matching contributions to all defined contribution plans were $4.0 million and $3.5 million for the three months ended July 31, 2024 and 2023, respectively, and $10.2 million and $9.1 million for the six months ended July 31, 2024 and 2023, respectively.

Litigation

From time to time, we may be involved in lawsuits, claims, investigations, and proceedings, consisting of intellectual property, commercial, employment, and other matters which arise in the ordinary course of business. In accordance with ASC 450, Contingencies, we make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

UiPath and certain of its officers and directors are currently parties to the following litigation matters:

On September 6, 2023, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against UiPath, then Co-CEO Daniel Dines, and Chief Financial Officer ("CFO") Ashim Gupta, captioned In re UiPath, Inc. Securities Litigation (the "2023 Securities Action"). The initial complaint asserted claims under Sections 10(b) and 20(a) of the Exchange Act, and alleged that defendants made material misstatements and omissions, including regarding UiPath’s competitive position and its financial results. On January

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

26, 2024, the lead plaintiff in the 2023 Securities Action filed an amended complaint, and on March 26, 2024, filed a further amended complaint, which alleges Securities Act claims under Sections 11 and 15 as well as Exchange Act claims under Section 10(b), Rule 10b-5, and Section 20(a). In support of the Securities Act claims, the plaintiff alleges material misstatements and omissions in UiPath’s April 2021 Registration Statement, including regarding UiPath’s competitive position and its financial results. The operative complaint is purportedly brought on behalf of a putative class of persons who purchased or otherwise acquired UiPath common stock between April 21, 2021 and September 27, 2022. It seeks unspecified monetary damages, costs and attorneys’ fees, and other unspecified relief as the Court deems appropriate. Defendants moved to dismiss the second amended complaint on April 23, 2024. The Court has not yet ruled on defendants' motion.

On November 30, 2023, a purported shareholder derivative lawsuit was filed in the United States District Court for the Eastern District of New York against UiPath, as nominal defendant, and then Co-CEO Daniel Dines, CFO Ashim Gupta, and several of UiPath’s current and former directors. The case is captioned Polilingua Limited v. Daniel Dines, et al. The lawsuit alleges that the individual defendants breached their fiduciary duties and committed other alleged misconduct in connection with the statements at issue in the 2023 Securities Action and by causing UiPath to repurchase shares at allegedly inflated prices. The plaintiff seeks unspecified damages and/or restitution on behalf of UiPath, as well as costs and attorneys’ fees and certain changes to UiPath’s corporate governance and internal controls. Similar cases were filed in the District of Delaware and in the Southern District of New York (together with Polilingua Limited v. Daniel Dines, et al, the "Derivative Litigations"). The Derivative Litigations are at an early stage; in each case the matter has been stayed, pending the outcome of the Court's decision on the defendants' motion to dismiss the 2023 Securities Action.

On June 20, 2024, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against UiPath, CEO Daniel Dines, former CEO Robert Enslin, and CFO Ashim Gupta. The case is captioned Steiner v. UiPath, et al (the "2024 Securities Action"). The complaint asserts claims under Sections 10(b) and 20(a) of the Exchange Act on behalf of a putative class of persons who purchased or acquired UiPath common stock between December 1, 2023 and May 29, 2024, and alleges that defendants made material misstatements and omissions, including regarding the Company's AI-powered Business Automation Platform and the Company's strategy for, the success of, and customer demand for the platform. The complaint seeks unspecified monetary damages, costs and attorneys' fees, and other unspecified relief as the Court deems appropriate. On August 6, 2024, a second putative class action was filed in the United States District Court for the Southern District of New York against UiPath, CEO Daniel Dines, former CEO Robert Enslin, and CFO Ashim Gupta. The case is captioned Brunozzi v. UiPath, et al. The allegations in the complaint are identical to those made in Steiner v. UiPath et al. except that the Brunozzi complaint defines the putative class to include purchasers of UiPath call options and sellers of put options. On August 19, 2024, two motions to appoint lead counsel and lead plaintiff and to consolidate the Steiner and Brunozzi actions were filed in the 2024 Securities Action. The Court has not yet ruled on these motions.

On July 8, 2024, a purported shareholder derivative lawsuit was filed in the United States District Court for the Southern District of New York against UiPath, as nominal defendant, CEO Daniel Dines, former CEO Robert Enslin, CFO Ashim Gupta, and UiPath's board of directors. The case is captioned Gera v. UiPath, et al. The lawsuit alleges that the individual defendants breached their fiduciary duties and committed other alleged misconduct in connection with the statements made during the time period at issue in the 2024 Securities Action, and by allegedly causing UiPath to repurchase shares at allegedly inflated prices. The plaintiff seeks unspecified damages and/or restitution on behalf of UiPath, as well as costs and attorneys' fees and certain changes to UiPath's corporate governance and internal controls. The matter has been stayed pending further action in the 2024 Securities Action.

We have not recorded any accrual related to the aforementioned litigation matters as of July 31, 2024, as we believe a loss in these matters is neither probable nor estimable at this time.

Warranty

We warrant to customers that our platform will operate substantially in accordance with its specifications. Historically, no significant costs have been incurred related to product warranties. Based on such historical experience, the probability of incurring such costs in the future is deemed remote. As such, no accruals for product warranty costs have been made.

Other Matters

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Our indirect tax positions are subject to audit in multiple jurisdictions globally, with a key focus on our largest operational territories, including the U.S., Romania, India, and the U.K. Our Romanian subsidiary was subjected to audits by the Agenția Națională de Administrare Fiscală ("ANAF") for value-added tax and corporate income tax for the periods January 2020 through January 2022 and January 2018 through January 2022, respectively, which were completed during the three months ended April 30, 2024. With regard to the value-added tax audit, an assessment has been issued; we disagree with this assessment and are in the process of appealing. We have not recorded any reserves related to this audit as of July 31, 2024 as it is not probable that a material loss has been incurred. For additional information regarding the corporate income tax audit, refer to Note 12, Income Taxes.

Non-Cancelable Purchase Obligations

In the normal course of business, we enter into non-cancelable purchase commitments with various parties, mainly for hosting services, software products and services, and purchase of credits toward products and services from strategic alliance partners.

As of July 31, 2024, we had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows (in thousands):


	Amount
Remainder of year ending January 31, 2025	$	21,764
Year ending January 31,
2026	49,559
2027	25,807
2028	8,474
2029	17
Thereafter	1
Total	$	105,622

10. Stockholders’ Equity

Stock Repurchase Program

On September 1, 2023, our board of directors authorized a stock repurchase program, pursuant to which we may repurchase from time to time up to $500.0 million of our outstanding shares of Class A common stock. Repurchases under the program may be effected through open market purchases, privately-negotiated transactions, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternate uses of capital. This authorization was scheduled to expire on March 1, 2025.

During the three and six months ended July 31, 2024, we repurchased 16.3 million and 17.3 million shares of our Class A common stock at an average price of $12.05 and $12.67 per share (inclusive of brokerage commission), respectively. For the three and six months ended July 31, 2024, we accrued $0.7 million of related excise tax pursuant to the Inflation Reduction Act of 2022 which is included in the cost of treasury stock on our condensed consolidated balance sheet.

Subsequent to July 31, 2024, between August 1, 2024 and September 3, 2024, we repurchased an additional 10.7 million shares of our Class A common stock at an average price of $11.67 per share. On August 30, 2024, our board of directors authorized the repurchase of an additional $500.0 million of our Class A common stock. Refer to Note 14, Subsequent E vents for further information.

Charitable Donations of Class A Common Stock

We have reserved 2.8 million shares of our Class A common stock to fund our social impact and environmental, social, and governance initiatives. We contributed 0.3 million shares of our Class A common stock during each of the six-month periods ended July 31, 2024 and 2023 to a donor-advised fund in connection with our

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Pledge 1% commitment. The aggregate fair values of the shares on the respective contribution dates of $6.6 million and $4.2 million were recorded within general and administrative expense in the condensed consolidated statements of operations for the six months ended July 31, 2024 and 2023, respectively.

Accumulated Other Comprehensive Income

For the six months ended July 31, 2024 and 2023, changes in the components of accumulated other comprehensive income were as follows (in thousands):


	Foreign Currency Translation Adjustments		Unrealized Loss on Marketable Securities		Accumulated Other Comprehensive Income
Balance as of January 31, 2024	$	8,925	$	(100)	$	8,825
Other comprehensive loss, net of tax	(691)		(29)		(720)
Balance as of July 31, 2024	$	8,234	$	(129)	$	8,105


	Foreign Currency Translation Adjustments		Unrealized Loss on Marketable Securities		Accumulated Other Comprehensive Income
Balance as of January 31, 2023	$	8,231	$	(619)	$	7,612
Other comprehensive income (loss), net of tax	3,912		(18)		3,894
Balance as of July 31, 2023	$	12,143	$	(

Form: 10-Q

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