We are subject to income taxes in the United States and various foreign jurisdictions. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is uncertain. We believe that our provision for income taxes is reasonable, but the ultimate tax outcome may differ from the amounts recorded in our consolidated financial statements and may materially affect our financial results in the period or periods in which such outcome is determined.

~~Our effective tax rate could increase due to several factors, including:~~

•~~changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;~~Contents

•~~changes in tax laws, tax treaties, and regulations or the interpretation of them;~~

•changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business;

•~~the outcome of current and future tax audits, examinations, or administrative appeals;~~

•~~changes international tax frameworks; and~~

•~~the effects of acquisitions.~~

~~Any of these developments could adversely affect our results of operations.~~

We could be required to collect additional sales, use, transfer, or other indirect taxes or be subject to other tax liabilities that may increase the costs our customers would have to pay for our products and adversely affect our results of operations.

We currently collect and remit applicable sales, use, transfer, or other indirect taxes in jurisdictions where we, through our employees or economic activity, have a presence and where we have determined, based on applicable legal precedents, that sales or licensing of our products are classified as taxable. We do not currently collect and remit state and local excise, utility user or ad valorem taxes, fees, or surcharges in jurisdictions where we believe we do not have sufficient nexus. There is uncertainty as to what constitutes sufficient nexus for a state or local jurisdiction to levy taxes, fees, and surcharges for sales made over the internet, and there is also uncertainty as to whether our characterization of our products as not taxable in certain jurisdictions will be accepted by state and local tax authorities.

An increasing number of states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies. Additionally, the Supreme Court of the ~~United States~~U.S. ruled in South Dakota v. Wayfair, Inc. et al ~~("Wayfair")~~ that online sellers can be required to collect sales and use tax despite not having a physical presence in the buyer’s state. In response to ~~Wayfair~~,this ruling, or otherwise, states or local governments may adopt, or begin to enforce, laws requiring us to calculate, collect, and remit taxes on sales in their jurisdictions. A

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successful assertion by one or more states requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest. The imposition by state governments or local governments of sales tax collection obligations on out-of-state sellers could also create additional administrative burdens for us and put us at a competitive disadvantage if they do not impose similar obligations on our ~~competitors, and decrease our future sales, which could have a material adverse effect on our business and results of operations.~~competitors.

Our ability to use our NOLs to offset future taxable income may be subject to certain limitations.

~~Our net operating losses ("NOLs")~~ Certain of ourNOLscould expire unused and be unavailable to offset future income tax liabilities because of their limited duration or because of restrictions under U.S. or foreign tax law. NOLs generated in taxable years beginning before January 1, 2018 are permitted to be carried forward for only 20 taxable years under applicable U.S. federal income tax law. Under current law, NOLs arising in taxable years beginning after December 31, ~~2017, and before January 1, 2021 may be carried back to each of the five tax years preceding the tax year of such loss, and NOLs arising in tax years beginning after December 31,~~ 2020 may not be carried back. Moreover, under current law, NOLs generated in taxable years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such NOLs generally will be limited ~~in taxable years beginning after December 31, 2020~~ to 80% of current year taxable income. ~~The extent~~NOLs generated in taxable years beginning before January 1, 2024 are permitted to ~~which state~~be carried forward for 7 taxable years under the Romania income tax ~~law will conform~~law. In 2023, the Romanian government approved Emergency Ordinance No. 115/2023. Under the Ordinance, NOLs generated in taxable years beginning after January 1, 2024 can be carried forward for 5 years, and the utilization of the NOLs is limited to ~~federal is uncertain.~~70% of current year taxable income.

In general, under Section 382 of the ~~Internal Revenue Code of 1986, as amended (the "Code")~~IRC, a corporation that undergoes an “ownership change” (as defined under Section 382 of the ~~Code~~IRC and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income. We have identified Section 382 ownership changes in April 2017 and July 2020 and, accordingly, our NOLs are subject to limitation. We did not experience a subsequent ownership change in connection with the Series F Financing and our IPO. We do not believe that any Section 382 limitations will prevent us from fully utilizing our NOLs. It is possible that we have in the past undergone and may in the future undergo additional ownership changes that we have not identified and that could result in additional limitations on our NOLs. Furthermore, our ability to utilize NOLs of companies that we have acquired or may acquire in the future may be subject to limitations. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to reduce future income tax liabilities, including for state tax purposes. For these reasons, we may not be able to utilize a material portion of ~~the~~our NOLs, ~~reflected on our balance sheets,~~ even if we ~~attain~~achieve or sustain profitability, which could potentially result in increased future tax liability to us and could adversely affect our ~~operating results and financial condition.~~

~~Our reported financial results may be adversely affected by changes in GAAP.~~

GAAP is subject to interpretation by the Financial Accounting Standards Board, U.S. Securities and Exchange Commission (the "SEC"), and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported results of operations and ~~could affect the reporting of transactions already completed before the announcement of a change.~~

~~If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.~~

~~The preparation of~~ financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant estimates and judgments involve revenue recognition and the valuation of our stock-based compensation awards, including the determination of fair value of our common stock, among others. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our Class A common stock.condition.

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~~Our revenue recognition policy and other factors may cause variability of our financial results in any given period and make them difficult to predict.~~

We derive our revenue from the sale of our software licenses for use of our proprietary software, maintenance and support for our licenses, right to access certain products that are hosted by us (i.e., software as a service, ("SaaS")), and professional services. Under Accounting Standards Update No. 2014-09 (Topic 606), ~~Revenue from Contracts with Customers~~, we recognize revenue when a customer obtains control of promised goods or services are delivered. The amount of revenue recognized reflects the consideration that we expect to receive in exchange for these goods or services. Our licenses revenue is mainly derived from the sale of term-based licenses hosted on-premises, which is recognized when we transfer control of the respective license to the customer. Revenue from SaaS and revenue from maintenance and support are recognized ratably over time since control passes to our customers over the arrangement’s contractual period.

Furthermore, the presentation of our financial results requires us to make estimates and assumptions that may affect revenue recognition. In some instances, we could reasonably use different estimates and assumptions, and changes in estimates are likely to occur from period to period.

Given the foregoing factors, our actual results could differ significantly from our estimates. Comparing our revenue and operating results on a period-to-period basis may not be meaningful, and our past results may not be indicative of our future performance.

~~For more information on our revenue recognition policy, refer to~~ ~~Note 2~~, ~~Summary of Significant Accounting Policies, included in Part II, Item 8 of this Annual Report on Form 10-K.~~

Risks Related to Ownership of Our Class A Common Stock

The dual class structure of our common stock has the effect of concentrating voting control with Daniel Dines, our Chief ~~Executive~~Innovation Officer, ~~Co-Founder,~~co-founder, and Chairman, which will limit ~~your~~stockholders' ability to influence the outcome of important decisions.

Our Class B common stock has 35 votes per share and our Class A common stock has one vote per share. Our Chief ~~Executive~~Innovation Officer, ~~Co-Founder,~~co-founder, and Chairman, Daniel Dines, ~~who,~~ collectively with his controlled entities, holds all our outstanding shares of Class B common stock, and beneficially owned shares representing approximately ~~87%~~86% voting power of our outstanding capital stock as of January 31, ~~2022.~~2024. As a result, Mr. Dines has the ability to control the outcome of matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or our assets, even if his stock ownership represents less than 50% of the outstanding aggregate number of shares of our capital stock. This concentration of ownership will limit the ability of other stockholders to influence corporate matters and may cause us to make strategic decisions that could involve risks to ~~you~~other stockholders or that may not be aligned with ~~your~~other stockholders' interests. As a board member, Mr. Dines owes a fiduciary duty to our stockholders and is legally obligated to act in good faith and in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, Mr. Dines is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally. Mr. Dines’ control may adversely affect the market price of our Class A common stock.

Further, future transfers by holders of our Class B common stock will generally result in those shares converting into shares of our Class A common stock, subject to limited exceptions, such as certain transfers effected for tax or estate planning purposes.

We have not elected to take advantage of the “controlled company” exemption to the corporate governance rules for publicly-listed companies but may do so in the future.

Because our Chief ~~Executive~~Innovation Officer, ~~Co-Founder,~~co-founder, and Chairman, Daniel Dines, who, collectively with his controlled entities, holds all our outstanding shares of Class B common stock, and beneficially owns shares representing in excess of 50% of the voting power of our outstanding capital stock, we are eligible to elect the “controlled company” exemption to the corporate governance rules for publicly-listed companies. We have not elected to do so. If we decide to ~~become a~~rely on the “controlled company” exemption, then under the corporate governance rules for publicly-listed companies, we would not be required to have a majority of our board of directors be independent, nor would we be required to have a compensation committee or an independent nominating function. If we choose controlled company status in the future, our status as a controlled company could cause our Class A common stock to be less attractive to certain investors ~~or otherwise harm~~and adversely affect the market price of our ~~trading price.~~

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Class A common stock.

We cannot predict the impact our dual class structure may have on the market price of our Class A common stock.

We cannot predict whether our dual class structure, combined with the concentrated control of our Chief ~~Executive~~Innovation Officer, ~~Co-Founder,~~co-founder, and Chairman, Daniel Dines, who holds all of the outstanding shares of our Class B common stock, will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. Certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. For example, in July 2017, FTSE Russell and Standard & Poor’s announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Under the announced policies, our dual class capital structure would make us ineligible for inclusion in any of these indices. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

Future sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock in the public market in the future, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our Class A common stock.

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In addition, there were ~~42,060,811~~42,352,294 shares of Class A common stock issuable upon the exercise of options and upon the vesting and settlement of restricted stock units outstanding as of January 31, ~~2022.~~2024. We have registered all of the shares of Class A common stock issuable upon exercise of outstanding options, ~~the~~ vesting and settlement of outstanding restricted stock units, and other equity incentives we may grant in the future for public resale under the Securities Act. The shares of Class A common stock became eligible for sale in the public market to the extent such options are exercised or restricted stock units vested and settled, subject to compliance with applicable securities laws. Further, certain of our stockholders have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

Sales, short sales, or hedging transactions involving our equity securities, whether or not we believe them to be prohibited, could adversely affect the price of our Class A common stock.

We do not intend to pay dividends for the foreseeable future and, as a result, the ability of the holders of our Class A common stock to achieve a return on their investment will depend on appreciation in the price of our Class A common stock.

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, holders of our Class A common stock may need to rely on sales of our Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we have taken and may continue to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public

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companies, which may make our Class A common stock less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of our IPO; (2) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (3) the date on which we have, during the previous rolling three-year period, issued more than $1.0 billion in non-convertible debt securities; and (4) the last day of the fiscal year in which the market value of our Class A common stock held by non-affiliates exceeded $700 million as of the last business day of the second quarter of such fiscal year. We currently anticipate that we will exit emerging growth company status for the fiscal year beginning February 1, 2023.

We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on these exemptions. For example, if we do not adopt a new or revised accounting standard, our future results of operations may not be as comparable to the results of operations of certain other companies in our industry that adopted such standards. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of our Class A common stock.

In addition to the effects of our dual class structure, provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change in control or changes in our management. Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder. Any of the foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our Class A common stock, and they could deter potential acquirers of our company, thereby reducing the likelihood that ~~you~~stockholders would receive a premium for ~~your~~their shares of our Class A common stock in an acquisition.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the ~~United States of America~~U.S. will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

•any derivative claim or cause of action brought on our behalf;

•any claim or cause of action asserting a breach of fiduciary duty;

•any claim or cause of action against us arising under the Delaware General Corporation Law;

•any claim or cause of action arising under or seeking to interpret our amended and restated certificate of incorporation or our amended and restated bylaws; and

•any claim or cause of action against us that is governed by the internal affairs doctrine.

The provisions would not apply to suits brought to enforce a duty or liability created by the ~~Securities~~ Exchange ~~Act of 1934, as amended (the "Exchange Act").~~Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and

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restated certificate of incorporation provides that the federal district courts of the ~~United States of America~~U.S. will be the exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose

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profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.

While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either ~~exclusive-forum~~exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business.

General Risk Factors

Our stock price may be volatile, and the value of our Class A common stock may decline.

The market price of our Class A common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including:

•actual or anticipated fluctuations in our financial condition or results of operations;

•variance in our financial performance from expectations of securities analysts;

•changes in the pricing of ~~licenses to~~ our ~~products;~~products and services;

•changes in our projected operating and financial results;

•changes in laws or regulations applicable to our platform and products;

•announcements by us or our competitors of significant business developments, acquisitions, or new products;

•significant data breaches, disruptions to, or other incidents involving our software;

•our involvement in litigation or governmental investigations;

•future sales of our Class A common stock by us or our stockholders;

•changes in senior management or key personnel;

•the issuance of new or changed securities analysts’ reports or recommendations;

•the trading volume of our Class A common stock;

•changes in the anticipated future size and growth rate of our market;

•economic and market conditions in general, or in our industry in particular; and

•technical factors in the public trading market for our Class A common stock that may produce price movements that may or may not comport with macro, industry, or company-specific fundamentals, including, without limitation, the sentiment of retail investors, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock, and other technical trading factors.

Accordingly, we cannot assure ~~you~~stockholders of the liquidity of an active trading market, ~~your~~the ability to sell ~~your~~their shares of our Class A common stock when desired, or the prices that ~~you~~they may obtain for ~~your~~their shares of our Class A common stock. The lack of an active market may impair ~~your~~stockholders' ability to sell ~~your~~their shares at the time ~~you~~they wish to sell

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them or at a price that ~~you~~they consider reasonable. The lack of an active market may also reduce the fair value of ~~your~~their shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

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Broad market and industry fluctuations, as well as general economic, political, regulatory, and market conditions, may also negatively impact the market price of our Class A common stock. In addition, technology stocks have historically experienced high levels of volatility. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We have been and may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to continue to grant equity awards to employees ~~directors,~~ and ~~consultants~~directors under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.

~~If securities~~Our business, financial condition, results of operations, or ~~industry analysts do not publish research~~cash flows could be significantly hindered by the occurrence of a natural disaster, public health crisis, military action, terrorist attack, or ~~publish unfavorable~~other catastrophic event.

Our business operations may be susceptible to outages due to fire, floods, unusual weather conditions, power loss, telecommunications failures, military actions, terrorist attacks, public health crises, and other events beyond our control. Natural disasters including tornados, hurricanes, floods, and earthquakes may damage the facilities of our customers or ~~inaccurate research about~~those of their suppliers or retailers or their other operations, which could lead to reduced revenue for our customers and thus reduced spending on our platform and products. In addition, a substantial portion of our operations rely on support from our headquarters in New York City and our office in Bucharest, Romania. To the extent that fire, floods, unusual weather conditions, power loss, telecommunications failures, military actions, terrorist attacks, and other events beyond our control materially impacts our ability to operate those offices, it may have a material impact on our business operations as a whole.

To the extent that such events disrupt our business or the businesses of our current or prospective customers, or adversely impact our reputation, such events could adversely affect our business, financial condition, results of operations, and cash flows.

If our estimates or judgments relating to our critical accounting estimates prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant estimates and judgments relate to revenue recognition and stock-based compensation. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price ~~and trading volume of our Class A common stock could decline.~~

The market price and trading volume of our Class A common stock is heavily influenced by the way analysts interpret our financial information and other disclosures. We do not have control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, our stock price could be negatively affected. If securities or industry analysts do not publish research or reports about our business, downgrade our Class A common stock, or publish negative reports about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our Class A common stock.

We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we have incurred, and expect to continue to incur significant legal, accounting and other expenses that we did not incur as a private company, which we expect to further increase after we are no longer an “emerging growth company.” The Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the New York Stock Exchange and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

~~Pursuant to the terms of our outstanding indebtedness, we may be limited in our ability to incur future debt.~~

In October 2020, we entered into a Senior Secured Credit Facility (the "Credit Facility") with HSBC Ventures USA Inc., Silicon Valley Bank, Sumitomo Mitsui Banking Corporation, and Mizuho Bank, LTD, which provided a $200.0 million senior secured revolving credit facility with a maturity date of October 30, 2023. Our obligations under the Credit Facility are secured by substantially all of our assets, except for our intellectual property.

Pursuant to the terms of the Credit Facility, we are limited in our ability to incur additional indebtedness other than on the terms and conditions thereof. In addition, a failure to comply with the covenants under the Credit Facility could result in an event of default by us and an acceleration of amounts due. If an event of default occurs that is not waived by the lenders, and the lenders accelerate any amounts due, we may not be able to make accelerated

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payments, and the lender could seek to enforce their security interests in the collateral securing such indebtedness, which could have a material adverse effect on our business and results of operations.

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Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

Risk Management and Strategy

We have implemented and maintain various information security processes designed to identify, assess, and manage material risks from cybersecurity threats (which we refer to as information security threats) to our critical computer networks, third-party hosted services, communications systems, hardware and software, and our critical data. Our critical data includes intellectual property, confidential information that is proprietary, strategic, or competitive in nature, and personal and sensitive information related to our employees, prospective employees, third-party service providers, and our customers. Together, we refer to these systems and data as our Information Assets, Systems, and Data).

Depending on the environment, we implement and maintain various technical, physical, and organizational measures, processes, and standards and policies designed to manage and mitigate material risks from information security threats to our Information Assets, Systems, and Data, including, for example: using manual and automated monitoring tools; conducting scans of our threat environment; subscribing to reports and services that identify information security threats; analyzing reports of threats and actors; evaluating threats reported to us; conducting and using third parties to conduct tests of certain systems; coordinating with law enforcement concerning certain threats; having third parties conduct threat assessments; conducting threat assessments and vulnerability assessments to identify vulnerabilities; evaluating our and our industry’s risk profile; conducting penetration testing; having third parties conduct red/blue team testing and tabletop incident response exercises; using external intelligence feeds; and conducting various threat model exercises. The level of investment and maturity of each of these measures are mapped directly to our risk management program.

Our assessment and management of material risks from information security threats are integrated into our overall risk management processes. For example: (1) information security risk is addressed as a component of our enterprise risk management program and identified in our risk register; (2) the information security team with enterprise input from other teams, including our risk management, internal audit, security, and technology management personnel, works with management to prioritize our risk management processes and mitigate information security threats that have a higher likelihood of leading to a material impact to our business; (3) our global risk and compliance team, under the direction of our CISO, evaluates material risks from information security threats against our overall business objectives.

We use third-party service providers to assist, from time to time, in identification, assessment, and management of material risks from information security threats, including but not limited to penetration testing firms, professional services firms, external legal counsel, threat intelligence service providers, information security consultants and software providers, managed cybersecurity service providers, and forensic investigators. Further, we use third-party service providers to perform a variety of functions throughout our business, such as application providers and hosting companies. We use certain vendor management processes to help manage information security risks associated with our use of certain of these providers. Depending on the nature of the services provided, the sensitivity of the Information Assets, Systems and Data at issue, and the identity of the provider, our vendor management process may involve different levels of assessment designed to help identify information security risks associated with a provider and impose contractual obligations related to information security on the provider, including, for example: conducting risk assessments and vulnerability scans related to our vendors’ services; requiring our vendors to complete security questionnaires; reviewing our vendors’ written security programs and security assessments; conducting and maintaining reports on our vendors; reviewing our vendors' third-party audit reports; conducting security assessment calls with our vendors’ security personnel; and imposing certain contractual obligations on our vendors. We apply mitigations and processes based on our evaluation of the sensitivity of the data accessed by the vendor and the maturity of the vendor's programs. Reports from our third-party vendors are treated as an intake to our incident response process. We have not identified any cybersecurity incidents or threats that have materially affected us or are reasonably likely to materially affect us, including our business strategy, financial condition, or results of operations. However, like other companies in our industry, we and our third-party vendors have from time to time experienced threats and security incidents that could affect our information or systems.

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For a description of the risks from information security threats that may materially affect us and how they may do so, see Risk Factors —Risks Related to Data Privacy and Cybersecurity in Part I, Item 1A of this Annual Report on Form 10-K.

Governance

In fiscal year 2024, our information security risk assessment and management processes were implemented and maintained by certain of our management, including our CISO, our Chief Technology Officer—Cloud, and our Senior Director of Security Operations. Our CISO has over 30 years of experience developing and leading IT product security teams across multiple technology domains, and previously held leadership positions at several large technology companies. Our Chief Technology Officer—Cloud holds a Master of Science degree in Computer Engineering and has over 20 years of experience in various IT leadership roles, including most recently as Head of Engineering within a large technology company's Cloud and IT division. Our Senior Director of Security Operations has over 12 years of experience in IT security and is a Certified Information Systems Security Professional.

Our CISO and information security team are responsible for hiring appropriate information security personnel, helping to integrate information security risk considerations into our overall risk management strategy, and communicating key priorities to relevant personnel. The CISO and CISO's leadership team are responsible for approving budgets, approving information security processes, helping to prepare for possible cybersecurity incidents, and reviewing security assessments and other security-related reports. Other teams are also involved in aspects of this work.

The CISO regularly reports to senior management and the board of directors on the oversight of our information security program. The CISO is also a member of the senior leadership team that meets quarterly on risk and compliance, which includes executives throughout the company who oversee areas such as finance, accounting, investor relations, people, legal and compliance, IT, and product and engineering. This committee meets regularly, as relevant, to discuss oversight of the information security program, program enhancements, and new risks or threats the company might be facing. The company has established, as part of its incident response program, a smaller senior executive committee to oversee and manage information security incidents or vulnerabilities, assessed by severity and/or known or threatened impact. Security management and others work with our incident response team to help mitigate and remediate information security incidents of which they are notified. In addition, our incident response plan includes reporting to the board of directors for certain information security incidents.

The CISO reports at least quarterly to the audit committee of the board of directors. Pursuant to its charter, the audit committee has, as an area of focus, the adequacy and effectiveness of our information security and cybersecurity policies and practices. The board of directors retains overall responsibility for assessing the our major risks and considering ways to address those risks, and addresses our information security risk management as part of its general oversight function. Through its meetings with management, including the information security, internal audit and legal and compliance functions, the audit committee reviews and discusses significant areas of our business and summarizes key areas of risk and relevant mitigating factors for the board of directors.

Item 2. Properties

Our corporate headquarters and other significant leased real property as of January 31, ~~2022~~2024 are shown in the following table.

Location

Business Purpose

Square Footage

Lease Expiration Date

New York, NY

~~Temporary global~~Global headquarters

~~16,428~~

~~12/31/2022~~

~~New York, NY~~

~~Future global headquarters~~

26,363

3/31/2038

Bucharest, Romania

Corporate office

~~86,352~~100,335

9/3/1/~~2025~~2028

Bellevue, WA(1)

Product development center

39,120

11/30/2024

Bangalore, India

Corporate office

21,006

2/~~15/2023~~14/2028

Tokyo, Japan

~~Serviced~~Corporate office ~~space~~

~~3,229~~7,868

~~9/30/2022~~7/31/2028

(1) In January 2024, we entered into a lease for a new Bellevue, WA product development center, the term of which commences in May 2024 and expires on October 31, 2034; this new space, with an area of 44,735 square feet, will replace our existing Bellevue space upon the expiration of that lease.

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We also lease other spaces for our sales, services, development, and administrative activities in various locations in the U.S. and around the world. We do not own any real property. We believe our leased properties are in good operating condition and adequately serve our current business operations. ~~Although a portion of our workforce is remote at present due to the COVID-19 pandemic, we currently expect to reoccupy our material leased facilities when conditions permit.~~

For additional information regarding obligations under operating leases, see Note 8,, Operating Leases, to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Item 3. Legal Proceedings

Information pertaining to legal proceedings ~~if any,~~ can be found in Note 11,,Commitments and Contingencies — Litigation ~~— Litigation,~~, to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Class A common stock ~~began trading~~is traded on the New York Stock Exchange on ~~April 21, 2021,~~ under the ticker symbol "PATH." There currently is no established public trading market for our Class B common stock, but each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock, and is automatically converted upon sale or transfer into one share of Class A common stock.

Number of Holders of Common Stock

The number of record holders of our Class A and Class B common stock as of March ~~30, 2022~~21, 2024 was 7850 and one, respectively. ~~We believe the~~The number of beneficial owners of our Class A common stock is substantially greater than the number of record holders because a large portion of Class A common stock is held in “street name” by brokers.

Dividends

We ~~did not declare~~have never declared or ~~pay~~paid any dividends on our Class A or Class B common stock, ~~over the past three fiscal years~~ and we do not anticipate paying cash dividends in the foreseeable future.

Use of Proceeds from Initial Public Offering of Class A Common Stock

In April 2021, we completed our ~~initial public offering ("IPO"),~~IPO, in ~~which~~which we issued and sold 13.0 million shares of our Class A common stock, including 3.6 million shares pursuant to the exercise in full of the underwriters’ option to purchase additional shares, and the selling stockholders sold an additional 14.5 million shares, at a public offering price of $56.00 per share, resulting in net proceeds to us of $687.9 million after deducting underwriting discounts and commissions and offering expenses. We did not receive any proceeds from the sale of shares by the selling stockholders. All of the shares issued and sold in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-254738), which was declared effective by the SEC on ~~April~~April 20, 2021. There has been no material change in the planned ~~use~~uses of proceeds from our IPO from those disclosed in the ~~final prospectus for our IPO, filed with the SEC on April 21, 2021 pursuant to Rule 424(b)(4) under the Securities Act (the "Final Prospectus.")~~2023 Form 10-K.

Issuer Purchase of Equity Securities

~~None.~~The following table presents our Class A common stock repurchase activity under our stock repurchase program for the three months ended January 31, 2024 (in thousands, except for per share data):


Period	Total Number of Shares Purchased	Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
November 1 – 30	1,650	$	17.36	$	1,650	$	418,774
December 1 – 31	—	—		$	—	$	418,774
January 1 – 31	951	$	22.37	$	951	$	397,502
Total	2,601			2,601

(1) Excludes brokerage commission.

(2) 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 expires on March 1, 2025, subject to modification by the board of directors in the future. As part of this stock repurchase program, UiPath Inc. adopted (a) on October 12, 2023, a non-discretionary stock repurchase agreement intended to satisfy Rule 10b5-1, covering the period between October 16, 2023 and

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November 29, 2023; (b) on January 12, 2024, a non-discretionary stock repurchase agreement intended to satisfy Rule 10b5-1, covering the period between January 16, 2024 and March 12, 2024.

Recent Sales of Unregistered Securities

None.

Stock Performance Graph

The following graph compares the cumulative total return of our Class A common stock for the period from April 21, 2021, the date our Class A common stock began trading on the New York Stock Exchange, through January 31, ~~2022,~~2024, as compared to the cumulative total return of the S&P 500 Index and S&P 500 Technology Index over the same period. The graph

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assumes a $100 investment in our Class A common stock and each of the above indices at April 21, 2021, with cash dividends reinvested as applicable.

Item 6. [Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes for the fiscal year ended January 31, ~~2022~~2024 included elsewhere in this Annual Report on Form 10-K. This discussion, particularly ~~information~~ with respect to our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K. ~~You~~Readers should review the disclosure under the heading “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements. Our fiscal quarters end on April 30, July 31, and October 31, and our fiscal year ends January 31. References to fiscal years ~~2022, 2021,~~2024, 2023, and ~~2020~~2022 in this Annual Report on Form 10-K refer to our fiscal years ended January 31, ~~2022, 2021,~~2024, 2023, and ~~2020,~~2022, respectively. A discussion regarding our financial condition and our results of operations for fiscal year ~~2022~~2024 compared to fiscal year ~~2021~~2023 is presented below. A discussion regarding our results of operations for fiscal year ~~2021~~2023 compared to fiscal year ~~2020 is~~2022 was presented in ~~the Final Prospectus~~the 2023

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Form 10-K, under the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Overview

~~We are~~UiPath is at the forefront of technology innovation and thought leadership in automation, ~~creating~~as the provider of an end-to-end platform that ~~provides automation with user emulation at its core. Our platform~~can help customers realize the true potential of digital transformation. The UiPath Business Automation Platform leverages ~~computer vision~~ AI, ML, and ~~artificial intelligence ("AI")~~NLP to ~~empower software robots to~~empower automations that emulate human behavior, driving operational efficiencies and meaningful business outcomes without requiring significant changes to the organization's underlying technology infrastructure.

Historically, we have grown our revenue and ARR significantly by helping customers adopt automation as a tool, process by process. Today, we continue to build on this foundation and drive the evolution of AI-powered automation by inspiring customers to see automation more holistically, as not just a tool but as a whole new way of operating and innovating.

Our results of operations and financial condition are impacted by the macro factors affecting our industry, including the proliferation of cloud-based applications, the cost of skilled human capital, and the global demand for automation solutions. While our business is influenced by these macro factors, our results of operations are more directly affected by certain company-specific factors, including:

•our ability to attract new customers, which depends on a number of other factors, including our ability to drive awareness of the benefits and power of automation among our existing and prospective customers, the effectiveness and pricing of our products, the offerings of our competitors, and competition among resellers;

•our ability to increase sales to existing customers, which depends on factors such as our customers’ satisfaction with our platform, competition, and pricing, and overall changes in our customers’ propensity to invest in automation;

•our ability to grow our partner base and execute ~~specific business processes, eliminating~~on all aspects of partner relationships, which depends on the ~~need~~competitiveness of our platform and the profitability of our relationship for ~~employees~~our partners and potential partners;

•our ability to sustain innovation and automation leadership in order to maintain our competitive advantage, which depends on our capacity to invest in research and development to expand the capabilities of our platform, our ability to collaborate with other leading technology companies to develop integrations, and our ability to execute ~~certain manual~~strategic acquisitions and ~~mundane tasks. Our platform allows employees~~investments in businesses and technologies to ~~focus~~drive our product and market expansion; and

•our ability to continue to grow our business over the long term, which depends on ~~more value-added work~~our ability to invest in scaling across all organizational functions and ~~enables organizations~~domestic and international operations.

For further discussion of our business, our platform, and our growth strategies, refer to ~~seamlessly automate business processes ranging from those~~Item 1. Business.

Fiscal Year 2024 Highlights

•Revenue of $1,308.1 million increased 24% year-over-year.

•ARR of $1,463.7 million increased 22% year-over-year.

•Gross margin was 85% for fiscal year 2024, compared to 83% for fiscal year 2023.

•Cash and cash equivalents, restricted cash, and marketable securities were $1,880.3 million as of January 31, 2024, compared to $1,759.8 million as of January 31, 2023.

Macroeconomic Environment

As a corporation with a global presence, we are subject to risks and uncertainties caused by significant events with macroeconomic impacts, including, but not limited to, the impact of changes in ~~legacy information technology ("IT") systems~~geopolitical relationships, rising inflation and ~~on-premises applications to new~~interest rates, monetary policy changes, and foreign currency fluctuations. Additionally, these macroeconomic impacts have generally disrupted the operations of our customers, prospective customers, and partners.

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~~cloud-native infrastructure~~Internationally, we price our platform in currencies that may not be the functional currency. Accordingly, the heightened volatility of global markets has exposed us and ~~applications without requiring~~will continue to expose us to foreign currency fluctuations, which may impact demand for our platform, our near-term results, comparison of results to prior periods, and our ability to predict future results.

Further, cash, cash equivalents, and marketable securities represent a significant portion of our total assets; as such, liquidity concerns in the financial services industry may have an effect on our business, financial conditions, and results of operations. Additionally, the return on our cash, cash equivalents, and marketable securities is sensitive to changes in interest rates. Volatility in the interest rate environment may impact the amount of interest and other income reported on our consolidated statements of operations, the comparability of these amounts to prior periods, and our ability to predict future profitability.

We continuously monitor the ~~organization’s underlying technology infrastructure. Our platform is purpose-built~~direct and indirect impacts of these circumstances on our business and financial results, as well as the overall global economy and geopolitical landscape.

Fiscal Year 2023 Restructuring Actions

On June 24, 2022, our board of directors approved restructuring actions to ~~be used by employees throughout a company and to address a wide variety of use cases, from simple tasks to long-running, complex business processes.~~

~~Our platform is designed to transform the way humans work. We provide~~manage our customers with a robust set of capabilities to discover automation opportunities and to build, manage, run, engage, measure, and govern automations across departments within an organization. Our platform leverages the power of AI-based computer vision to enable our robots to perform a vast array of actions as a human would when executing business processes.operating expenses. These actions include, but are not limited to, logging into applications, extracting information from documents, moving folders, filling in forms, and updating information fields and databases. Our robots’ ability to replicate humans’ steps in executing business processes drives continuous improvements in operational efficiencies and enables companies to deliver on key digital initiatives with greater speed, agility, and accuracy.

~~Our platform is designed to interact with and automate processes across a company’s existing enterprise stack. As a result, our customers can leverage the power~~included an overall reduction of approximately 5% of our ~~platform without~~global workforce, aimed at simplifying our go-to-market approach to improve market segmentation, increase sales productivity, and provide best-in-class customer experience and outcomes. On November 10, 2022, our board of directors approved further restructuring actions, including an additional 6% workforce reduction to further support our strategic positioning to drive increased execution velocity, operational efficiency, and customer centricity. Restructuring actions were completed during the ~~need~~second quarter of fiscal year 2024. Refer to ~~replace or change existing business applications~~Note 11, Commitments and ~~with lower overall IT infrastructure cost. Our platform enables employees to quickly build automations~~Contingencies—Fiscal Year 2023 Restructuring Actions included in Part II, Item 8 of this Annual Report on Form 10-K for both existing and new processes. Employees can seamlessly maintain and scale automations across multiple deployment options, constantly improve and evolve automations, and continuously track and measure the performancemore information.

Components of ~~automations, all without substantial technical experience.~~Results of Operations

At the core of our automation platform is a set of capabilities that emulates human behavior, which provides our customers with the ability to automate both simple and complex use cases. Automations on our platform can be built, consumed, managed, and governed by any employee who interacts with computers, resulting in the potential for broad applicability of our platform across departments within an organization. Society is at a turning point in how organizations execute work, and we believe the ability to leverage software to enrich the employee experience will unlock tremendous value and efficiency opportunities. While we are still in the early days of a multi-year journey to the ~~fully automated enterprise, momentum is growing as organizations across the world are only now beginning to understand the power of automation.~~Revenue

Founded in a Bucharest, Romania apartment in 2005, UiPath was incorporated in 2015 as a company principally focused on building automation scripts and developing computer vision technology, which remains the foundation of our platform today. Since that time, we have developed and enhanced our robotic process automation ("RPA") capabilities, launched new products, and expanded our operations across the globe.

We ~~now~~ ~~offer a comprehensive range of automation solutions via a suite of interrelated software offerings. We generate~~derive revenue from the sale ofof: (1) software licenses for use of our proprietary software and related maintenance and ~~support for our software,~~support; (2) the right to access certain software products ~~that are hosted by us~~we host (i.e., ~~software as a service, or "SaaS"),~~SaaS); and ~~other services, including~~(3) professional services. ~~Our license fees are based primarily on~~

We have a unified commercial offering for software products with both on-premise and cloud deployment options that allows customers the ~~number~~choice of users who access our software and the number of automations running on our platform. Our license agreements generally have annual terms, and some of our license agreements have multi-year terms. We generally do not sell standalone licenses with a term of less than one year. However, duringeither deployment option throughout the term of ~~an annual contract or~~ the ~~last year~~contract. These Flex Offerings are comprised of ~~a multi-year contract, our customers may enter into an additional~~three types of performance obligations: term license, ~~agreement with a termination date that is coterminous with the anniversary date of such annual contract. Additionally, we provide~~ maintenance and support, and SaaS.

Licenses

Our term licenses (typically sold as a portion of Flex Offerings) provide customers the right to use software for a specified period of time. Revenue for licenses is recognized at the point in time at which the customer is able to use and benefit from the software, which is generally upon delivery to the customer or upon commencement of the renewal term.

Subscription Services

We generate subscription services revenue through the provision of: (1) maintenance and support services, which include technical support and unspecified updates and upgrades on a when-and-if-available basis for our ~~software~~licenses, and (2) SaaS products (typically sold as ~~well as non-recurring~~a portion of Flex Offerings). Maintenance and support and SaaS products represent stand-ready obligations for which revenue is recognized ratably over the term of the arrangements.

Professional Services and Other

Professional services and other revenue consists of fees associated with professional services ~~such as~~for process automation, customer education, and training ~~and implementation services to facilitate the adoption of our platform.~~services. Our professional services ~~complement the capabilities of our customers~~contracts are structured on a time and partners as they improve customers’ time-to-market and optimize business outcomes using our platform. Our non-recurring professional services include use case development and deployment, solutions architecting, implementation consulting, and training. We have an efficient go-to-market model, which consists primarily of an enterprise field sales force supplemented by an inside sales team focused on small and mid-sized customers, as well as a global strategic sales team focused on the largest global customers. We had over 10,100 and over 7,900 customers as of January 31, 2022 and 2021, respectively.

Many of our customers expand the scope and size of use cases of our platform across their organizations as they quickly realize the power of our platform. We believe that the success of our land-and-expand business model is centered on our ability to deliver significant value in a very short time. We grow with our customers as they identify and expand the number of business processes to automate, which increases the number of robots deployedmaterials or fixed price basis, and the ~~number of users interacting with our robots.~~related revenue is recognized as the services are rendered.

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Cost of Revenue

Licenses

Cost of licenses revenue consists of all direct costs to deliver our licenses to customers, amortization of software development costs related to our licenses, and amortization of acquired developed technology.

Subscription Services

Cost of subscription services revenue consists of personnel-related expenses of our customer support and technical support teams, including salaries and bonuses, stock-based compensation expense, and employee benefit costs. Cost of subscription services revenue also includes third-party consulting services, hosting costs related to our SaaS products, amortization of acquired developed technology and capitalized software development costs related to SaaS products, depreciation, and allocated overhead. Overhead is allocated to cost of subscription services revenue based on applicable headcount. We recognize these expenses as they are incurred. We expect cost of subscription services revenue to continue to increase in absolute dollars for the foreseeable future as our SaaS business grows. In the future, we expect further expansion of our cloud-based deployments. As sales of SaaS products become a larger percentage of our total revenue, we expect our gross margin to be impacted by increased hosting fees and cloud infrastructure costs.

Professional Services and Other

Cost of professional services and other revenue primarily consists of personnel-related expenses of our professional services team, including salaries and bonuses, stock-based compensation expense, and employee benefit costs. Cost of professional services and other revenue also includes expenses related to subcontracted third-party services, depreciation, and allocated overhead. We recognize these expenses as they are incurred. We expect cost of professional services and other revenue to continue to increase in absolute dollars for the foreseeable future.

Operating Expenses

Sales and Marketing

Research and Development

Research and development expenses consist primarily of personnel-related expenses, including salaries and bonuses, stock-based compensation expense, and employee benefits costs for our research and development employees, and allocated overhead. Research and development costs are expensed as incurred, with the exception of certain software development costs which are eligible for capitalization. We expect that our research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest in efforts to develop new technology and enhance the functionality and capabilities of our existing products and platform infrastructure. Our research and development expenses may fluctuate as a percentage of revenue from period to period due to the timing and extent of expenses.

General and Administrative

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~~A crucial component~~human resources, compliance, and other administrative teams, as well as accounting and legal professional services fees, other corporate-related expenses, and allocated overhead. We expect that over the longer term our general and administrative expenses will decrease as a percentage of revenue, although this percentage may fluctuate from period to period due to timing and extent of expenses.

Interest Income

Interest income consists of interest income earned on our cash and cash equivalents and marketable securities.

Other Income (Expense), Net

Other income (expense), net primarily consists of foreign exchange gains and losses. Other income (expense), net also includes amortization of discounts and premiums on marketable securities, as well as gains and losses associated with foreign currency forward contracts for those periods in which such contracts were outstanding.

Provision For Income Taxes

Provision for income taxes consists of U.S. federal and state income taxes and income taxes in foreign jurisdictions in which we conduct business. We maintain a full valuation allowance on our U.S. federal and state, Romanian, and U.K. DTAs, as we have concluded as of January 31, 2024 that it is more likely than not that these DTAs will not be realized. Our effective tax rate is affected by tax rates in foreign jurisdictions and the relative amounts of income we earn in those jurisdictions, as well as by non-deductible expenses as permanent differences, and by changes in our valuation allowances.

Results of Operations

The following table sets forth selected consolidated statement of operations data for each of the periods indicated (in thousands):


	Year Ended January 31,
	2024		2023
Revenue:
Licenses	$	621,392	$	497,836
Subscription services	649,918		508,823
Professional services and other	36,762		51,922
Total revenue	1,308,072		1,058,581
Cost of revenue:
Licenses (1)	10,469		10,421
Subscription services (1)(2)(3)(4)	111,922		87,366
Professional services and other (2)(3)(4)	73,533		82,264
Total cost of revenue	195,924		180,051
Gross profit	1,112,148		878,530
Operating expenses:
Sales and marketing(1)(2)(3)(4)	713,130		701,558
Research and development(2)(3)(4)	332,101		285,750
General and administrative(1)(2)(3)(4)	231,637		239,505
Total operating expenses	1,276,868		1,226,813
Operating loss	(164,720)		(348,283)
Interest income	57,130		27,955
Other income, net	31,775		2,767
Loss before income taxes	(75,815)		(317,561)
Provision for income taxes	14,068		10,791
Net loss	$	(89,883)	$	(328,352)

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(1) Includes amortization of acquired intangible assets as follows (in thousands):	Year Ended January 31,
	2024		2023
Cost of licenses revenue	$	3,371	$	2,754
Cost of subscription services revenue	2,359		1,811
Sales and marketing	2,706		2,153
General and administrative	164		178
Total amortization of acquired intangible assets	$	8,600	$	6,896


(2) Includes stock-based compensation expense as follows (in thousands):	Year Ended January 31,
	2024		2023
Cost of subscription services revenue	$	14,750	$	11,894
Cost of professional services and other revenue	10,958		11,855
Sales and marketing	144,863		154,922
Research and development	117,965		102,546
General and administrative	83,419		88,623
Total stock-based compensation expense	$	371,955	$	369,840


(3) Includes employer payroll tax expense related to employee equity transactions as follows (in thousands):	Year Ended January 31,
	2024		2023
Cost of subscription services revenue	$	434	$	272
Cost of professional services and other revenue	327		263
Sales and marketing	4,176		4,605
Research and development	3,027		1,692
General and administrative	1,924		930
Total employer payroll tax expense related to employee equity transactions	$	9,888	$	7,762


(4) Includes restructuring expense as follows (in thousands):	Year Ended January 31,
	2024		2023
Cost of subscription services revenue	$	114	$	182
Cost of professional services and other revenue	—		710
Sales and marketing	1,376		19,491
Research and development	387		494
General and administrative	749		2,569
Total restructuring expense	$	2,626	$	23,446

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The following table sets forth our consolidated statement of operations data expressed as a percentage of revenue for the periods indicated:


	Year Ended January 31,
	2024		2023
Revenue:
Licenses	47	%	47	%
Subscription services	50	%	48	%
Professional services and other	3	%	5	%
Total revenue	100	%	100	%
Cost of revenue:
Licenses	1	%	1	%
Subscription services	8	%	8	%
Professional services and other	6	%	8	%
Total cost of revenue	15	%	17	%
Gross profit	85	%	83	%
Operating expenses:
Sales and marketing	55	%	66	%
Research and development	25	%	27	%
General and administrative	18	%	23	%
Total operating expenses	98	%	116	%
Operating loss	(13)	%	(33)	%
Interest income	4	%	3	%
Other income, net	3	%	—	%
Loss before income taxes	(6)	%	(30)	%
Provision for income taxes	1	%	1	%
Net loss	(7)	%	(31)	%

Comparison of Fiscal Year 2024 and Fiscal Year 2023

Revenue


	Year Ended January 31,
	2024		2023		Change		% Change
	(dollars in thousands)
Licenses	$	621,392	$	497,836	$	123,556	25	%
Subscription services	649,918		508,823		141,095		28	%
Professional services and other	36,762		51,922		(15,160)		(29)	%
Total revenue	$	1,308,072	$	1,058,581	$	249,491	24	%

Total revenue increased by $249.5 million, or 24%, for fiscal year 2024 compared to fiscal year 2023, primarily due to a $141.1 million increase in subscription services revenue, related in part to the transition to our Flex Offerings, and a $123.6 million increase in licenses revenue. As we continued to expand our sales efforts in the U.S. and internationally, our revenue increased across all regions. Of the growth in total revenue, 12% was attributable to new customers and 88% was attributable to existing customers. Subscription services revenue is recognized ratably over the subscription term; therefore, the increase in subscription services revenue is driven both by sales in prior periods for which we continue to provide maintenance and support and SaaS and by new sales in the current period.

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Cost of Revenue and Gross Margin


	Year Ended January 31,
	2024			2023			Change		% Change
	(dollars in thousands)
Licenses	$	10,469		$	10,421		$	48	—	%
Subscription services	111,922			87,366			24,556		28	%
Professional services and other	73,533			82,264			(8,731)		(11)	%
Total cost of revenue	$	195,924		$	180,051		$	15,873	9	%
Gross margin	85		%	83		%

Total cost of revenue increased by $15.9 million, or 9%, for fiscal year 2024 compared to fiscal year 2023, primarily due to an increase in cost of subscription services revenue, partially offset by a decrease in cost of professional services and other revenue. The increase in cost of subscription services revenue was primarily driven by a $14.3 million increase in personnel-related expenses, which included a $9.7 million increase in salary-related and bonus expenses associated with both increased headcount and merit increases, a $2.9 million increase in stock-based compensation expense, and a $1.4 million increase in employee insurance costs. Cost of subscription services revenue was also impacted by a $5.1 million increase in hosting and software services costs as a result of increased usage, a $2.7 million increase in costs associated with the use of third-party vendors, an aggregate $0.8 million increase in depreciation and amortization and other administrative costs, and a $0.5 million increase in travel expenses. The decrease in cost of professional services and other revenue was primarily driven by a $6.1 million decrease in costs associated with the use of third-party subcontractors to deliver professional services to our customers. Additionally, cost of professional services and other revenue was impacted by a $2.7 million decrease in personnel-related expenses, primarily related to lower bonus expenses and stock-based compensation expenses due to a decrease in headcount driven by our fiscal year 2023 restructuring actions, partially offset by an increase in general employee severance.

Our gross margin increased to 85% for fiscal year 2024 compared to 83% for fiscal year 2023, due to change in mix driven by growth in higher-margin licenses and subscription services revenue and decrease in lower-margin professional services and other revenue.

Operating Expenses

Sales and Marketing


	Year Ended January 31,
	2024			2023			Change		% Change
	(dollars in thousands)
Sales and marketing	$	713,130		$	701,558		$	11,572	2	%
Percentage of revenue	55		%	66		%

Sales and marketing expense increased by $11.6 million, or 2%, for fiscal year 2024 compared to fiscal year 2023. This increase was primarily attributable to a $29.0 million increase in sales commissions expense as a result of higher amortization of capitalized contract acquisition costs, an $11.6 million increase in marketing and travel-related expenses due in part to our Forward VI event, a $5.4 million increase in sales-related software expenses, and an aggregate $1.5 million increase in depreciation and amortization and other administrative costs. These increases were partially offset by a $32.7 million decrease in personnel-related expenses, which included a $17.6 million decrease in employee termination benefits as a result of the completion of our ~~go-to-market strategy is our partner~~fiscal year 2023 restructuring actions in the second quarter of fiscal year 2024, a $10.1 million decrease in stock-based compensation expense, and ~~channel ecosystem, which extends our local~~an $8.0 million decrease in salary-related and ~~global reach and helps to ensure that customers are able to rapidly build, deploy, and scale automations on our platform. Our business partners include more than~~ ~~5,100 global~~ and regional system integrators, value-added resellers, and business consultants. We provide tiering recognition through Diamond, Gold, Silver, and Registered levels for partners that meet competency requirements and deliver and maintainbonus expenses, partially offset by a specified number of satisfied customers. These partnerships enhance our market presence and drive greater sales efficiencies. In addition, we have built strong technology partnerships and alliances to enable a large number of connectors$3.1 million increase in employee insurance and other ~~technical capabilities necessary~~benefit costs. Sales and marketing expense was also impacted by a $4.8 million decrease in third-party consulting fees.

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Research and Development


	Year Ended January 31,
	2024			2023			Change		% Change
	(dollars in thousands)
Research and development	$	332,101		$	285,750		$	46,351	16	%
Percentage of revenue	25		%	27		%

Research and development expense increased by $46.4 million, or 16%, for fiscal year 2024 compared to ~~meet~~fiscal year 2023. The increase was primarily attributable to a $34.0 million increase in personnel-related costs, which included a $15.4 million increase in stock-based compensation expense, a $14.7 million increase in salary-related and bonus expenses, a $1.8 million increase in employee insurance costs, and a $1.3 million increase in employer payroll tax expense related to employee equity transactions. Research and development expense was also impacted by an $11.5 million increase in hosting and software services costs and a $2.5 million increase in travel-related expenses, partially offset by a $2.2 million decrease in third-party consulting fees.

General and Administrative


	Year Ended January 31,
	2024			2023			Change		% Change
	(dollars in thousands)
General and administrative	$	231,637		$	239,505		$	(7,868)	(3)	%
Percentage of revenue	18		%	23		%

General and administrative expense decreased by $7.9 million, or 3%, for fiscal year 2024 compared to fiscal year 2023. This decrease was primarily attributable to a $7.7 million decrease in personnel-related expenses, which included a $5.2 million decrease in stock-based compensation expense, a $1.6 million decrease in salary-related and bonus expense, and a $1.4 million decrease in employee termination benefits as a result of the ~~breadth~~completion of our ~~customer needs.~~fiscal year 2023 restructuring actions in the second quarter of fiscal year 2024, partially offset by a $1.0 million increase in employer payroll tax expense related to employee equity transactions. General and administrative expense was also impacted by a $4.8 million decrease in third-party consulting fees and a $4.5 million decrease in commercial insurance costs, partially offset by an $8.0 million increase in software service expenses.

~~We have experienced rapid growth. We generated revenue~~Interest Income


	Year Ended January 31,
	2024			2023			Change		% Change
	(dollars in thousands)
Interest income	$	57,130		$	27,955		$	29,175	104	%
Percentage of revenue	4		%	3		%

Interest income increased by $29.2 million, or 104%, for fiscal year 2024 compared to fiscal year 2023 as a result of ~~$892.3 million and $607.6 million, representing~~ a ~~growth rate of 47%, and~~period-over-period increase in our marketable securities balance as well as increased interest rates.

Other Income, Net


	Year Ended January 31,
	2024			2023			Change		% Change
	(dollars in thousands)
Other income, net	$	31,775		$	2,767		$	29,008	NM(1)
Percentage of revenue	3		%	—		%
(1) Not meaningful

Other income, net ~~losses of $525.6 million and $92.4~~increased by $29.0 million for ~~the~~fiscal year 2024 compared to fiscal year 2023, primarily due to a $26.5 million increase in amortization of discounts on marketable securities and a $0.8 million increase in gains from foreign currency transactions.

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Provision For Income Taxes


	Year Ended January 31,
	2024			2023			Change		% Change
	(dollars in thousands)
Provision for income taxes	$	14,068		$	10,791		$	3,277	30	%
Percentage of revenue	1		%	1		%

Provision for income taxes increased by $3.3 million, or 30%, for fiscal year 2024 compared to fiscal year 2023. The effective tax rate was (18.6)% and (3.4)% for fiscal years ~~ended January 31, 2022~~2024 and ~~2021,~~2023, respectively. ~~Our operating cash flows were $(55.0) million and $29.2 million~~The increase in provision for ~~the fiscal years ended January 31, 2022 and 2021, respectively.~~

~~Impact of COVID-19~~

~~When the COVID-19 pandemic began to unfold, we took decisive action across our internal and customer operations to ensure the resilience~~income taxes was primarily driven by higher foreign tax expenses of our company and the safety of our employees. We temporarily shut down all offices and offered our employees technology stipends to encourage remote working, postponed most of our physical conferences and other customer and promotional events, implemented global travel restrictions, reduced headcount and expenses related to event marketing, and engagedcost-plus margin entities in ~~other discretionary cost-saving measures. Although we have recently selectively reopened~~ certain of our offices and have begun permitting some travel and in-person meetings and events in compliance with applicable government orders and public health guidelines, the majority of our employees continue to work remotely. We have a distributed workforce and our employees are accustomed to remote work. Our operational rigor, digital infrastructure, and global footprint have enabled us to support our customers navigating new challenges presented by the pandemic and existing needs to automate. Global demand for automation has continued to accelerate as automation becomes ever more critical for business execution and performance in a remote working environment, and we have continued to invest in the development and marketing of our automation platform to meet that demand. For further information, see the section titled “~~Risk Factors” included elsewhere in this Annual Report on Form 10-K.~~foreign jurisdictions.

Key Performance Metric

We ~~monitor annualized renewal run-rate ("ARR")~~monitor ARR to help us measure and evaluate the effectiveness of our operations.

ARR is the key performance metric we use in managing our business because it illustrates our ability to acquire new subscription customers and to maintain and expand our ~~relationship~~relationships with existing subscription customers. We define ARR as annualized invoiced amounts per solution SKU from subscription licenses and maintenance and support obligations assuming no increases or reductions in ~~their~~customers' subscriptions. ARR does not include the costs we may incur to obtain such subscription licenses or provide such maintenance and support, and does not reflect any actual or anticipated reductions in invoiced value due to contract non-renewals or service cancellations other than for ~~specific bad debt~~certain reserves, for example those for credit losses or disputed amounts. At January 31, ~~2022~~2024 and ~~2021,~~2023, our ARR was ~~$925.3~~$1,463.7 million and ~~$580.5~~$1,203.8 million, respectively, representing a growth rate of ~~59%~~22%. Approximately ~~25%~~14% of this growth rate was due to new customers and ~~75%~~86% of this growth rate was due to existing customers. Our dollar-based net retention rate, which represents the net expansion of ARR from existing customers over the preceding 12 months, was ~~145%~~119% and 123% as of ~~both~~ January 31, ~~2022~~2024 and ~~2021.~~2023, respectively. We calculate dollar-based net retention rate as of a period end by starting withPrior Period ARR, the ARR from the cohort of all customers as of 12 months prior to such ~~period-end ("Prior Period ARR").~~period end. We then calculateCurrent Period ARR, the ARR from these same customers as of the current ~~period-end ("Current Period ARR").~~period end. Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months, but does not include ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the point-in-time dollar-based net retention rate.

Our ARR may fluctuate as a result of a number of factors, including customers’ satisfaction or dissatisfaction with our platform, ~~and professional services,~~ pricing, competitive offerings, economic conditions, or overall changes in our customers’ spending ~~levels.~~levels, and our ability to successfully execute on our strategic goals. ARR should be viewed independently of revenue and deferred revenue as ARR is an operating metric and is not intended to be combined with or to replace these items. For clarity, we use annualized invoiced amounts per solution SKU rather than revenue calculated in accordance ~~with accounting~~

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~~principles generally accepted in the United States ("GAAP"),~~h U.S. GAAP to ~~calculate~~calculate our ARR. Our invoiced amounts are not matched to transfer of control of the performance obligations associated with the underlying subscription licenses and maintenance ~~obligations as they are with respect to our GAAP revenue.~~and support obligations. This can result in timing differences between our GAAP revenue and ARR calculations. Our ARR calculation simply takes our invoiced amounts per solution SKU under a subscription license or maintenance agreement and divides that amount by the invoice term and multiplies by 365 days to derive the annualized value. In contrast, for our revenue calculated in accordance with GAAP, subscription licenses revenue derived from the sale of term-based licenses hosted on-premises is recognized at the point in time when the customer is able to use and benefit from our software, which is generally upon delivery to the customer or upon the commencement of the renewal term, and maintenance, support, ~~and~~and SaaS ~~revenue~~revenue is recognized ratably over the term of the arrangement. ARR is not a forecast of future revenue. Unlike ARR, future revenue ~~which~~ can be impacted by contract start and end dates ~~duration,~~ and ~~renewal rates,~~duration. The timing of recognition of ARR is determined by contract billing structure, whereas billing structure will neither accelerate nor delay recognition of future revenue. For example, in a multi-year contract invoiced upfront, ARR is the annualized invoiced amount per solution SKU related to the final year of the contract assuming no reserve is applied, whereas revenue is determined by total contract value and timing of satisfaction of the underlying performance obligations. ARR does not include invoiced amounts ~~reported as~~associated with perpetual licenses or professional ~~services revenue in our consolidated statements of operations.~~services. Investors should not place undue reliance on ARR as an indicator of our future or expected results. Moreover, our presentation of ARR may differ from similarly titled metrics presented by other companies and may not be comparable to such other metrics. For further information, see the section titled “Risk ~~Factors~~Factors—Risks

~~—Risks~~ Table of Contents

Related to Our Business, Products, Operations, and ~~Industry"~~Industry" included in Part I, Item 1A of this Annual Report on Form 10-K.

A summary of ARR-related data at January 31, ~~2022~~2024 and ~~2021~~2023 is as follows:

At January 31,
2022 2021
(dollars in thousands)
Annualized renewal run-rate (ARR) $ 925,276 $ 580,483
Incremental annualized renewal run-rate (iARR) $ 344,793 $ 229,042
Customers with ARR greater than $1 million:
Number of customers 158 89
Percent of fiscal year revenue 43 % 35 %
Customers with ARR greater than $100 thousand:
Number of customers 1,493 1,002
Percent of fiscal year revenue 79 % 75 %
Dollar-based net retention rate 145 % 145 %

~~Key Factors Affecting Our Performance~~

~~Growing Our Global Customer Base~~

We believe there is a substantial opportunity to continue to grow our customer base. Additionally, we believe that as more organizations adopt our automation platform and experience quantifiable competitive advantages, other organizations will also adopt automation as a necessary tool to compete. While we sell to organizations of all sizes and across a broad range of industries, our go-to-market team’s key focus is on the largest organizations, including large enterprises and governments. We also use an inside sales team focused on small and mid-sized businesses. We plan to continue to invest in our go-to-market team to grow our customer base both domestically and internationally. We intend to continue to grow our customer base by focusing on the top 25 countries as measured by gross domestic product. Although these investments may adversely affect our operating results in the near term, we believe that they will contribute to our long-term growth. Our ability to attract new customers will also depend on a number of other factors, including our ability to drive awareness of the benefits and power of automation in the industry and at our existing and prospective customers, the effectiveness and pricing of our products, the offerings of our competitors, and competition among resellers.

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We define our number of customers as the number of accounts with a unique account identifier for which we have an active subscription in the period indicated and include in our customer count entities to which we have sold our products either directly or through a channel partner. Users of our free trials or tier are not included in our customer count. A single organization with multiple divisions, segments, or subsidiaries is counted as a single customer. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity, and specifically excludes non-paying partners and resellers.

~~Expanding Within Our Existing Customer Base~~

~~Our customer base represents a significant opportunity for further sales expansion. We had over 10,100 and over 7,900 customers as of January 31, 2022 and 2021, respectively.~~ We employ a land-and-expand business model centered around offering products that are easy to adopt and have a short time to value. We believe there is significant opportunity for us to become a strategic partner to our customers in their automation journeys and drive further sales expansion through the following vectors:

•~~deploy more robots across different departments;~~

•~~provide more employees with their own robot assistants;~~

•~~increase adoption of platform products; and~~

•~~expand use cases for automation in the enterprise to drive increased usage of robots and capacity consumption of our various products.~~

Our customers often expand the deployment of our platform across large teams and more broadly within the enterprise as they find new use cases for our platform and their employees increasingly interact with and gain confidence working with robots. The power of our land-and-expand model is evidenced by our dollar-based net retention rate and our customers exceeding significant ARR thresholds, described in the section titled “—~~Key Performance Metric~~."

We intend to continue to invest in enhancing awareness of our brand and developing more products, features, and functionality, which we believe are important factors to achieve widespread adoption of our platform. Our ability to increase sales to existing customers will depend on a number of factors, including our customers’ satisfaction with our solution, competition, pricing, and overall changes in our customers’ IT spending levels.

~~Driving Preference and Share of System Integrators, Value-Added Resellers, and Business Consultants Selling the Value Propositions and Capabilities of Digital Transformation~~

~~We are focused on maintaining and growing our ecosystem of partners that build, train, and certify skills in our technology as well as deplo~~y our technology on behalf of their customers. We have built a global partner ecosystem of more than 5,100 systems integrators, value-added resellers, business consultants, technology partners and public cloud vendors. Our partner network includes, among others, Accenture LLP, Capgemini SE, Cognizant Technology Solutions Corporation, Deloitte, EY, Infosys Limited, International Business Machines Corporation, PwC, Tata Consultancy Services Limited, and Wipro Limited. We provide a tiering recognition through Diamond, Gold, Silver, and Registered levels for partners that meet competency requirements and deliver and maintain a tiered number of satisfied customers. In May 2020, we launched the UiPath Services Network ("USN") program to recognize an elite network of partners accredited with advanced delivery skills, and over 50 partners have earned USN certification. We also offer a professional services capability that augments our partners’ efforts where necessary. Our ability to grow our partnership base depends on the competitiveness of our platform and the profitability of our relationship for our partners and potential partners.

~~Sustaining Innovation and Automation Leadership~~

Our success is dependent on our ability to sustain innovation and automation leadership in order to maintain our competitive advantage. We believe that we have built a differentiated automation platform and intend to continually increase the value we provide to our customers by investing in extending the capabilities of our platform. We have made and will continue to make significant investments in research and development to bolster our existing technology and enhance usability to improve our customers’ productivity. ~~In May 2021, we released version 21.4 of the UiPath Platform. Innovations included the all-new Automation Ops, designed to help customers manage~~

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and govern high scale deployments of the UiPath Studio family of products and Attended Robots enterprise-wide. New AI-powered capabilities were also introduced to speed the discovery and prioritization of processes to automate, led by the general availability of Task Mining. In November 2021, we released version 21.10 of the UiPath Platform. Innovations in this release include UiPath Integration Service, which delivers API automation to help companies optimize the technologies they already have. Additionally, the introduction of Robot Auto-healing allows for the detection and remediation of robot issues without human intervention, and a host of other new features make our platform simpler, faster, and more gratifying for developers and end users.

We also collaborate with other leading technology companies to develop integrations that simplify the interoperability of our platform with their technology. Examples of integrations available to our customers include integrations with offerings from Amazon Web Services Inc., Adobe Inc., Alteryx Inc., Atlassian Corp Plc, Box, Inc., Crowdstrike Inc., DocuSign Inc., Microsoft Corporation, Oracle Corporation, Qlik Technologies Inc., Salesforce.com, Inc., SAP SE, ServiceNow, Inc., Snowflake, Inc., and Workday, Inc. These pre-built integrations can accelerate the adoption of our platform within our customers’ environment and speed the creation of automations that span multiple technologies.

We also maintain partnerships with leading cloud vendors, such as Amazon Web Services Inc., Google Inc., and Microsoft Corporation, to both simplify the deployment of our platform and extend our platform to offer customers the benefits of cloud-based AI capabilities. We are focused on maintaining and growing our ecosystem of partners to continue to expand our market presence and drive greater sales efficiencies.

In addition, we intend to continue to evaluate strategic acquisitions and investments in businesses and technologies to drive product and market expansion. For example, in March 2021, we acquired Cloud Elements Inc. ("Cloud Elements"), a provider of a leading application programming interface integration platform for SaaS application providers and the digital enterprise. This acquisition brings technology and an experienced team, which we believe will accelerate our technology roadmap in areas such as native integrations and system event automation triggers. Our future success is dependent on our ability to successfully develop, market, and sell existing and new products to both new and existing customers and maintain and expand our relationships with leading technology partners.

~~Continuing to Invest to Grow and Scale Our Business~~

We are focused on driving our growth potential over the long term. We believe that our market opportunity is substantial. We intend to continue to invest in scaling across all organizational functions in order to grow our operations both domestically and internationally. We have a history of introducing successful new products and capabilities on our platform and we believe these investments will contribute to our long-term growth.

~~Components of Results of Operations~~

~~Revenue~~

We derive revenue from the sale of software licenses for use of our proprietary software, maintenance and support for our licenses, right to access certain software products we host (i.e., SaaS), and professional services. We offer a comprehensive range of automation solutions via a suite of interrelated software offerings. Customers can license our software and deploy our platform on-premises, in a public or private cloud, or in a hybrid environment. In addition, we offer a managed, multi-tenant, SaaS version of certain products (i.e., our SaaS products), which enables our customers to begin automating without the need to provision infrastructure, install applications or perform additional configurations. We also offer maintenance and support, training, and implementation services to our customers to facilitate their adoption of our platform.

In fiscal 2021, we began offering both hybrid solutions and SaaS products. Hybrid solutions are comprised of three performance obligations, consisting of a term license, maintenance and support, and SaaS.

During the third quarter of fiscal 2022, maintenance and support revenue was renamed subscription services revenue, and services and other revenue was renamed professional services and other revenue. We believe that that the new captions better reflect the composition of the revenue streams included in these line items on the consolidated statements of operations.

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~~Licenses~~

We primarily sell term licenses, which provide customers the right to use software for a specified period of time. From time to time, we also sell perpetual licenses that provide customers the right to use software for an indefinite period of time. For both types of licenses, revenue is recognized at the point in time at which the customer is able to use and benefit from the software, which is generally upon delivery to the customer or upon commencement of the renewal term.

~~Subscription Services~~

Subscription services revenue consists of maintenance and support revenue generated through technical support and the provision of unspecified updates and upgrades on a when-and-if-available basis for both term and perpetual license arrangements. Maintenance and support for perpetual licenses is renewable, generally on an annual basis, at the option of the customer. Maintenance and support represents a stand-ready obligation for which revenue is recognized ratably over the term of the arrangement.

Subscription services revenue also consists of revenue related to our SaaS products, including those sold as part of our hybrid offerings. Our SaaS products are stand-ready obligations to provide access to our software, and the associated revenue is recognized ratably over the contractual period of the arrangement beginning when or as control of the promised service begins to transfer to the customer.

~~Professional Services and Other~~

Professional services and other revenue consists of fees associated with professional services for process automation, customer education, and training services. Our professional services contracts are structured on a time and materials or fixed price basis, and the related revenue is recognized as the services are rendered.

~~Cost of Revenue~~

~~Licenses~~

Cost of licenses revenue consists of all direct costs to deliver our licenses to customers, amortization of software development costs, direct costs related to third-party software resales, and amortization of acquired developed technology.

~~Subscription Services~~

Cost of subscription services revenue primarily consists of personnel-related expenses of our customer support and technical support teams, including salaries and bonuses, stock-based compensation expense, and employee benefit costs. Cost of subscription services revenue also includes third-party consulting services, hosting costs related to our SaaS products, amortization of acquired developed technology and capitalized software development costs related to SaaS products, and allocated overhead. Overhead is allocated to cost of subscription services revenue based on applicable headcount. We recognize these expenses as they are incurred. We expect cost of subscription services revenue to continue to increase in absolute dollars for the foreseeable future as our customer base grows. In the future, we expect further expansion of our cloud-based deployments. As cloud-based license software and services become a larger percentage of our total revenue, we expect the cloud offering to impact the timing of our recognition of revenue as well as impact our operating margins due to an increase in hosting fees and cloud infrastructure costs.

~~Professional Services and Other~~

Cost of professional services and other revenue primarily consists of personnel-related expenses of our professional services team, including salaries and bonuses, stock-based compensation expense, and employee benefit costs. Cost of professional services and other revenue also includes expenses related to third-party consulting services and allocated overhead. Overhead is allocated to cost of professional services and other revenue based on applicable headcount. We recognize these expenses as they are incurred. We expect cost of professional services and other revenue to continue to increase in absolute dollars for the foreseeable future as our customer base grows.

~~Table of~~ ~~Contents~~

~~Operating Expenses~~

Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Personnel-related expenses are the most significant component of operating expenses and consist of salaries and bonuses, stock-based compensation expense, and employee benefit costs. Operating expenses also include allocated overhead. During fiscal years 2022 and 2021, certain operating expenses, such as travel and entertainment, decreased, primarily as a result of the COVID-19 pandemic. We expect a resumption of travel and entertainment and related expenses during fiscal year 2023, although the timing and magnitude of these expenses will depend on a number of factors including the trend of the pandemic and potential changes to travel restrictions and stay-at-home orders.

~~Sales and Marketing~~

Sales and marketing expenses consist primarily of personnel-related expenses associated with our sales and marketing teams and related sales support teams, including salaries and bonuses, stock-based compensation expense, and employee benefit costs. Sales and marketing expenses also include sales and partner commissions, marketing event costs, advertising costs, travel, trade shows, other marketing materials, and allocated overhead. Similar to travel and entertainment, trade show expenses also decreased in fiscal year 2021 and through the first half of fiscal year 2022, as a result of the COVID-19 pandemic. We have since seen trade show expenses resume, largely in connection with our FORWARD IV user conference in October 2021. We plan to increase our investment in sales and marketing in absolute dollars over the foreseeable future as we continue to hire additional personnel and invest in sales and marketing programs. We expect that our sales and marketing expense will decrease as a percentage of our total revenue over the long term, although our sales and marketing expenses may fluctuate as a percentage of our total revenue from period to period due to the timing and extent of these expenses.

~~Research and Development~~

Research and development expenses consist primarily of personnel-related expenses, including salaries and bonuses, stock-based compensation expense, and employee benefits costs for our research and development employees. Research and development costs are expensed as incurred, with the exception of certain software development costs which are eligible for capitalization. We expect that our research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest in research and development efforts to develop new technology and enhance the functionality and capabilities of our existing products and platform infrastructure. Our research and development expenses may fluctuate as a percentage of our total revenue from period to period due to the timing and extent of these expenses.

~~General and Administrative~~

General and administrative expenses consist primarily of personnel-related expenses, including salaries and bonuses, stock-based compensation expense, and employee benefits costs associated with our finance, legal, human resources, compliance, and other administrative teams, as well as accounting and legal professional services fees, other corporate-related expenses, and allocated overhead. Following the completion of the IPO in April 2021, we have incurred and expect to continue to incur additional general and administrative expenses as a result of operating as a public company. As a result, we expect the dollar amount of our general and administrative expenses to increase for the foreseeable future. We expect that our general and administrative expenses will decrease as a percentage of our total revenue as our revenue grows over the longer term, although our general and administrative expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

~~Interest Income~~

~~Interest income consists of interest income earned on our cash deposits, cash and cash equivalents balances, and marketable securities.~~

~~Other (Expense) Income, Net~~

~~Other (expense) income, net primarily consists of foreign exchange gains and losses and gains and losses associated with foreign currency forward contracts.~~

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~~Provision For (Benefit From) Income Taxes~~

Provision for (benefit from) income taxes consists of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business. We maintain a full valuation allowance on our U.S. federal and state, Romanian, and U.K. deferred tax assets, as we have concluded that it is more likely than not that these deferred tax assets will not be realized. Our effective tax rate is affected by tax rates in foreign jurisdictions and the relative amounts of income we earn in those jurisdictions, as well as by non-deductible expenses as permanent differences and by changes in our valuation allowances.

~~Results of Operations~~

~~The following tables set forth selected consolidated statement of operations data and such data as a percentage of total revenue for each of the periods indicated (in thousands):~~

Year Ended January 31,
2022 2021
Revenue:
Licenses $ 481,427 $ 346,035
Subscription services 369,867 232,542
Professional services and other 40,958 29,066
Total revenue 892,252 607,643
Cost of revenue:
Licenses (1)
11,888 7,054
Subscription services (1)(2)(3)
60,565 24,215
Professional services and other (2)(3)
96,415 34,588
Total cost of revenue 168,868 65,857
Gross profit 723,384 541,786
Operating expenses:
Sales and marketing(1)(2)(3)
697,682 380,154
Research and development(2)(3)
276,657 109,920
General and administrative(1)(2)(3)
249,991 162,035
Total operating expenses 1,224,330 652,109
Operating loss (500,946) (110,323)
Interest income 3,551 1,152
Other (expense) income, net (13,488) 14,513
Loss before income taxes (510,883) (94,658)
Provision for (benefit from) income taxes 14,703 (2,265)
Net loss $ (525,586) $ (92,393)

Year Ended January 31,
(1) Includes amortization of acquired intangible assets as follows (in thousands): 2022 2021
Cost of licenses revenue $ 2,521 $ 2,493
Cost of subscription services revenue 1,100 —
Sales and marketing 1,397 115
General and administrative 101 —
Total amortization of acquired intangible assets $ 5,119 $ 2,608

(2) Includes stock-based compensation expense as follows (in thousands): Year Ended January 31,
2022 2021
Cost of subscription services revenue $ 12,232 $ 513
Cost of professional services and other revenue 29,849 1,860
Sales and marketing 237,975 16,356
Research and development 135,713 11,435
General and administrative 99,814 56,003
Total stock-based compensation expense $ 515,583 $ 86,167

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(3) Includes employer payroll tax expense related to equity transactions as follows (in thousands): Year Ended January 31,
2022 2021
Cost of subscription services revenue $ 1,142 $ —
Cost of professional services and other revenue 4,516 —
Sales and marketing 39,615 —
Research and development 5,810 —
General and administrative 3,001 —
Total employer payroll tax expense related to equity transactions $ 54,084 $ —

~~The following table sets forth our consolidated statement of operations data expressed as a percentage of revenue for the period indicated:~~

Year Ended January 31,
2022 2021
Revenue:
Licenses 54 % 57 %
Subscription services 41 % 38 %
Professional services and other 5 % 5 %
Total revenue 100 % 100 %
Cost of revenue:
Licenses 1 % 1 %
Subscription services 7 % 4 %
Professional services and other 11 % 6 %
Total cost of revenue 19 % 11 %
Gross profit 81 % 89 %
Operating expenses:
Sales and marketing 78 % 62 %
Research and development 31 % 18 %
General and administrative 28 % 27 %
Total operating expenses 137 % 107 %
Operating loss (56) % (18) %
Interest income — % — %
Other (expense) income, net (1) % 2 %
Loss before income taxes (57) % (16) %
Provision for (benefit from) income taxes 2 % (1) %
Net loss (59) % (15) %

~~Comparison of Fiscal Year 2022 and Fiscal Year 2021~~

~~Revenue~~

Year Ended January 31,
2022 2021 Change % Change
(dollars in thousands)
Licenses $ 481,427 $ 346,035 $ 135,392 39 %
Subscription services 369,867 232,542 137,325 59 %
Professional services and other 40,958 29,066 11,892 41 %
Total revenue $ 892,252 $ 607,643 $ 284,609 47 %

Total revenue increased by $284.6 million, or 47%, for the fiscal year ended January 31, 2022 compared to the fiscal year ended January 31, 2021, primarily due to an increase in licenses revenue of $135.4 million and

~~Table of~~ ~~Contents~~

increase in subscription services revenue of $137.3 million. Approximately 27% of the increase in revenue was from new customers and the remainder was attributable to existing customers. As we continued to expand our sales efforts in the United States and internationally, our revenue increased across all geographical regions.

~~Cost of Revenue and Gross Margin~~

Year Ended January 31,
2022 2021 Change % Change
(dollars in thousands)
Licenses $ 11,888 $ 7,054 $ 4,834 69 %
Subscription services 60,565 24,215 36,350 150 %
Professional services and other 96,415 34,588 61,827 179 %
Total cost of revenue $ 168,868 $ 65,857 $ 103,011 156 %
Gross margin 81 % 89 %

Total cost of revenue increased by $103.0 million, or 156%, for the fiscal year ended January 31, 2022 compared to the fiscal year ended January 31, 2021. Cost of licenses revenue increased primarily due to an increase in third-party software resale costs of $5.1 million, partially offset by a decrease in amortization of software development costs. Cost of subscription services revenue increased primarily due to an increase of $26.8 million in personnel-related expenses, which included an increase of $11.7 million in stock-based compensation expense, mostly due to recognition of expense beginning in the first quarter of fiscal 2022 as a result of the satisfaction of IPO-related performance condition for restricted stock units ("RSUs"), and the remainder of which was largely due to increased headcount. Cost of subscription services revenue was also impacted by an increase in hosting and software services of $5.5 million, an increase in depreciation and amortization expense of $2.3 million, and an increase in third-party consulting fees of $1.5 million. Cost of professional services and other revenue increased primarily due to an increase of $46.4 million, in personnel-related expenses, which included $28.0 million in stock-based compensation expense, mostly due to recognition of expense beginning in the first quarter of fiscal 2022 as a result of the satisfaction of IPO-related performance condition for RSUs, and an increase of $4.5 million related to employer tax on settlement of equity awards, and the remainder of which was largely due to increased headcount. Cost of professional services and other revenue was also impacted by a $15.7 million increase in third-party consulting fees.

Our gross margin decreased to 81% for the fiscal year ended January 31, 2022 compared to 89% for the fiscal year ended January 31, 2021, primarily as a result of stock-based compensation expense recognized in connection with the satisfaction of performance-based vesting conditions following our IPO.

~~Operating Expenses~~

~~Sales and Marketing~~

Year Ended January 31,
2022 2021 Change % Change
(dollars in thousands)
Sales and marketing $ 697,682 $ 380,154 $ 317,528 84 %
Percentage of revenue 78 % 62 %

Sales and marketing expense increased by $317.5 million, or 84%, for the fiscal year ended January 31, 2022 compared to the fiscal year ended January 31, 2021. This increase was primarily attributable to an increase of $324.7 million in personnel-related expenses, which included an increase of $221.6 million in stock-based compensation, mostly due to recognition of expense beginning in the first quarter of fiscal 2022 as a result of the satisfaction of IPO-related performance condition for RSUs, and an increase of $39.3 million related to employer tax on settlement of equity awards, and the remainder of which was largely due to increased headcount. Sales and marketing expense was also impacted by an increase of $22.2 million in marketing costs related to our IPO and marketing events, as well as an aggregate increase of $9.8 million related to recruiting and software service expenses. These increases were partially offset by a decrease of $40.4 million in sales commissions expense due to the accounting impact of changes to our sales incentive plan for fiscal year 2022.

~~Table of~~ ~~Contents~~

~~Research and Development~~

Year Ended January 31,
2022 2021 Change % Change
(dollars in thousands)
Research and development $ 276,657 $ 109,920 $ 166,737 152 %
Percentage of revenue 31 % 18 %

Research and development expense increased by $166.7 million, or 152%, for the fiscal year ended January 31, 2022 compared to the fiscal year ended January 31, 2021. The increase was primarily attributable to an increase of $157.6 million in personnel-related expenses, which included an increase of $124.3 million in stock-based compensation, mostly due to recognition of expense beginning in the first quarter of fiscal 2022 as a result of the satisfaction of IPO-related performance condition for RSUs, and an increase of $5.8 million related to employer tax on settlement of equity awards, and the remainder of which was largely due to increased headcount. Research and development expense was also impacted by an increase of $8.2 million in third-party software service and hosting costs.

~~General and Administrative~~

Year Ended January 31,
2022 2021 Change % Change
(dollars in thousands)
General and administrative $ 249,991 $ 162,035 $ 87,956 54 %
Percentage of revenue 28 % 27 %

General and administrative expense increased by $88.0 million, or 54%, for the fiscal year ended January 31, 2022 compared to the fiscal year ended January 31, 2021. This increase was primarily attributable to an increase of $58.2 million in personnel-related expenses, which included an increase of $43.8 million in stock-based compensation, mostly due to recognition of expense beginning in the first quarter of fiscal 2022 as a result of the satisfaction of IPO-related performance condition for RSUs, and an increase of $3.0 million related to employer tax on settlement of equity awards, and the remainder of which was largely due to increased headcount. General and administrative expense was also impacted by an increase of $12.1 million in third-party consulting fees, an increase of $9.9 million in insurance-related expenses as a result of becoming a public company, an increase of $3.9 million related to hosted business applications, and an increase of $3.3 million related to other tax expenses, partially offset by a $4.8 million aggregate decrease in bad debt and rent expenses.

~~Interest Income~~

Year Ended January 31,
2022 2021 Change % Change
(dollars in thousands)
Interest income $ 3,551 $ 1,152 $ 2,399 208 %
Percentage of revenue — % — %

Interest income increased by $2.4 million, or 208%, for the fiscal year ended January 31, 2022 compared to the fiscal year ended January 31, 2021 as a result of the period-over-period increase in our cash and cash equivalents and marketable securities.

~~Other (Expense) Income, Net~~

Year Ended January 31,
2022 2021 Change % Change
(dollars in thousands)
Other (expense) income, net $ (13,488) $ 14,513 $ (28,001) (193) %
Percentage of revenue (1) % 2 %

~~Table of~~ ~~Contents~~

Other expense, net increased by $28.0 million, or 193%, for the fiscal year ended January 31, 2022 compared to the fiscal year ended January 31, 2021. The change was primarily attributable to foreign exchange gains recognized in the prior period, partially offset by a decrease in interest expense in the current period.

~~Provision For (Benefit From) Income Taxes~~

Year Ended January 31,
2022 2021 Change % Change
(dollars in thousands)
Provision for (benefit from) income taxes $ 14,703 $ (2,265) $ 16,968 (749) %
Percentage of revenue 2 % (1) %

Provision for income taxes increased by $17.0 million, or 749%, for the fiscal year ended January 31, 2022 compared to the fiscal year ended January 31, 2021. The effective tax rate was (2.9)% and 2.4% for the fiscal years ended January 31, 2022 and January 31, 2021, respectively. The change was primarily driven by higher foreign tax expenses resulting from higher year-over-year earnings of our cost-plus margin entities.


	At January 31,
	2024			2023
	(dollars in thousands)

Annualized renewal run-rate (ARR)	$	1,463,698		$	1,203,845
Incremental ARR (1)	$	259,853		$	278,569

Customers with ARR ≥ $1 million:
Number of customers	288			229
Percent of fiscal year revenue	52		%	43		%
Customers with ARR ≥ $100 thousand:
Number of customers	2,054			1,785
Percent of fiscal year revenue	86		%	81		%

Dollar-based net retention rate	119		%	123		%
(1) For the twelve months ended January 31, 2024 and 2023, respectively

Liquidity and Capital Resources

We have financed operations since our inception primarily through customer payments and net proceeds from sales of equity securities. Our principal uses of cash in recent periods have been ~~funding~~to fund our operations, ~~investing~~invest in capital expenditures, ~~and engaging~~engage in various business ~~acquisitions.~~acquisitions, and, more recently, repurchase shares of our Class A common stock. As of January 31, ~~2022~~2024 and ~~2021,~~2023, our principal sources of liquidity were cash, cash equivalents, ~~restricted cash,~~ and marketable securities totaling ~~$1,884.7~~$1,879.8 million and ~~$474.0~~$1,759.8 million, respectively, and we had an accumulated deficit of ~~$1,495.9~~$1,914.2 million and ~~$970.4~~$1,824.3 million, respectively. During the fiscal years ended January 31, ~~2022~~2024 and ~~2021,~~2023, we ~~had~~reported net losses of ~~$525.6~~$89.9 million and ~~$92.4~~$328.4 million, respectively, and net cash provided by (used in) ~~provided by~~ operations of ~~$(55.0)~~$299.1 million and ~~$29.2~~$(10.0) million, respectively.

In April 2021, we completed our IPO, which resulted in the issuance of 13.0 million shares of our Class A common stock at a public offering price of $56.00 per share, including 3.6 million shares pursuant to the exercise in full of the underwriters’ option to purchase additional shares. Net proceeds were $687.9 million after deducting underwriting discounts and commissions of $35.6 million and offering expenses of $4.5 million.

In ~~July 2020, we completed our Series E preferred stock financing with gross proceeds totaling $225.9 million. In~~ February 2021, we completed our Series F preferred stock financing with gross proceeds totaling $750.0 million. ~~We have also~~In connection with our IPO, all shares of convertible preferred stock then outstanding automatically converted into shares of Class A common stock.

In October 2020, we entered into the Credit Facility ~~(as defined below)~~ with an available borrowing capacity of $200.0 million. We did not borrow under the Credit Facility at any time, and it was terminated in September 2023, shortly prior to its scheduled maturity date. Refer to Note 10, Credit Facility for further details.

Our future capital requirements will depend on many factors, including our revenue growth rate, sales of our ~~product sales,~~products and services, license renewal activity, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the introduction of new and enhanced products, the continuing market adoption of our products, expenses associated with ~~our~~ international expansion, ~~and~~ the timing and extent of ~~additional~~ capital expenditures to invest in existing and new office ~~spaces.~~spaces, and the timing and extent of stock repurchases. We may in the future enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations and financial condition.

Table of Contents

We believe that our existing cash and cash equivalents, marketable securities, and payments from customers ~~and borrowing capacity~~ will be sufficient to fund our anticipated cash requirements for the next twelve ~~months.~~months and the long term.

~~Credit Facility~~Stock Repurchase Program

~~In January 2020,~~On September 1, 2023, our board of directors authorized a stock repurchase program, pursuant to which we ~~entered into an Amended and Restated Loan and Security Agreement (the "Credit Agreement") with HSBC Bank USA, N.A, HSBC Ventures USA Inc., and Silicon Valley Bank, which provided a~~ ~~$100.0~~may repurchase from time to time up to $500.0 million senior secured revolving credit facility. We repaid the Credit Agreement in full in July 2020. In October 2020, we entered into a new Senior Secured Credit Facility (the "Credit Facility") with HSBC Ventures USA Inc.,

~~Table of~~ ~~Contents~~

~~Silicon Valley Bank, Sumitomo Mitsui Banking Corporation, and Mizuho Bank, LTD, which provided a~~ ~~$200.0 million~~ ~~senior secured revolving credit facility with a maturity date of October 30, 2023. Our obligations under the Credit Facility are secured by substantially all~~ of our ~~assets, except~~ outstanding shares of Class A common stock. Refer to Note 12,Stockholders' Equity—Stock Repurchase Programfor our intellectual property. The Credit Facility contains certain customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures, and affiliate transactions. We may use the proceeds of future borrowings under the Credit Facility for refinancing other indebtedness, working capital, capital expenditures and other general corporate purposes, including permitted business acquisitions.

Borrowings under the Credit Facility bear interest at a base rate, as defined in the Credit Facility, plus a margin of 2.0% or 3.0% depending on the base rate. The Credit Facility is subject to customary fees for loan facilities of this type, including ongoing commitment fees at a rate of 0.25% per annum on the daily amount available to be drawn. ~~As of January 31, 2022, we had no outstanding debt under the Credit Facility and were in compliance with our covenants thereunder.~~further details.

Cash Flows

The following table summarizes our cash flows for the periods presented:

Year Ended January 31,
2022 2021
(dollars in thousands)
Net cash (used in) provided by operating activities(1)
$ (54,963) $ 29,177
Net cash used in investing activities $ (35,442) $ (125,991)
Net cash provided by financing activities $ 1,469,673 $ 250,418
(1) Inclusive of:
Payments for employer payroll taxes related to employee equity transactions $ (51,693) $ —
Net receipts of employee tax withholdings on stock option exercises $ 6,382 $ —


	Year Ended January 31,
	2024		2023
	(dollars in thousands)
Net cash provided by (used in) operating activities(1)	$	299,082	$	(9,981)
Net cash used in investing activities	(439,569)		(289,143)
Net cash used in financing activities	(196,895)		(60,669)

(1) Inclusive of:
Cash paid for employer payroll taxes related to employee equity transactions	$	(10,483)	$	(9,112)
Net payments of employee tax withholdings on stock option exercises	(980)		(5,394)
Cash paid for restructuring costs	(6,180)		(19,339)

Operating Activities

Our largest source of operating cash is cash generation from sales to our customers. Our primary uses of cash from operating activities are for personnel-related expenses, direct costs to deliver ~~our~~ licenses and provide subscription and professional services, and marketing expenses. ~~To date,~~Until recently, our operating cash flows have generally been negative and we have supplemented working capital requirements primarily through net proceeds from the sale of equity securities.

Net cash provided by operating activities for fiscal year 2024 of $299.1 million was driven by by cash collections from our customers, which were approximately 25% higher than in the prior year, and interest income on our marketable securities, partially offset by cash payments for operating expenditures, primarily associated with the compensation of our teams, including bonuses paid in the first quarter of fiscal year 2024 and employer payroll taxes related to employee equity transactions. Other cash operating expenditures included payments related to our fiscal year 2023 workforce restructuring, which was concluded during the second quarter of fiscal year 2024, and payments for professional services, software, and office rent.

Net cash used in operating activities for ~~the~~ fiscal year ~~ended January 31, 2022~~2023 of ~~$55.0~~$10.0 million was driven by cash payments for operating expenditures, primarily associated with the compensation of our teams, including ~~increased year-end fiscal 2021 sales commissions and~~ bonuses paid in the first quarter of fiscal ~~2022~~year 2023 and employer payroll taxes related to employee equity transactions. Other cash operating expenditures included payments ~~for professional services, software, and office rent. These outflows were partially offset by cash collections from~~related to our ~~customers, which were approximately 44% higher than in the prior year.~~

~~Net cash provided by operating activities for the fiscal year ended January 31, 2021 of $29.2 million~~ ~~was driven by cash collections from our customers, partially offset by cash payments for operating expenditures associated with the compensation of our teams~~workforce restructuring, and payments for professional services, software, and office rent.

Investing Activities

Net cash used in investing activities for ~~the~~ fiscal year ~~ended January 31, 2022~~2024 of ~~$35.4~~$439.6 million was primarily driven by ~~$16.9~~$435.0 million in net purchases of marketable securities and ~~other investments, $8.9~~$7.3 million in capital ~~expenditures,~~ ~~$5.5~~expenditures.

Net cash used in investing activities for fiscal year 2023 of $289.1 million was primarily driven by $237.0 million in net purchases of marketable securities, $29.5 million in cash consideration associated with the acquisition of ~~Cloud Elements,~~Re:Infer, which is presented net of cash acquired, ~~$3.0~~and $23.8 million in ~~capitalized software development costs, and~~ ~~$1.2 million~~ ~~in purchases of intangible assets.~~

Net cash used in investing activities for the fiscal year ended January 31, 2021 of $126.0 million was driven by purchases of marketable securities of $103.1 million, deferred payments related to previous businesscapital expenditures.

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Table of Contents

~~acquisitions of $19.7 million, capital expenditures of $2.0 million, and capitalized software development costs of $1.2 million.~~

Financing Activities

Net cash ~~provided by~~used in financing activities for ~~the~~ fiscal year ~~ended January 31, 2022~~2024 of ~~$1,469.7~~$196.9 million was primarily driven by $749.8 million in net proceeds from issuance of Series F convertible preferred stock, $692.4 million in net proceeds from our IPO after deducting underwriting expenses and commissions, proceeds from employee stock purchase plan contributions of $19.0 million, proceeds from the exercise of stock options of $12.2 million, and net receipts of tax withholdings on sell-to-cover equity award transactions of $10.4 million, partially offset by payments of tax withholdings on net settlement of equity awards of ~~$10.5~~$112.1 million, $102.6 million in repurchases of Class A common stock under our stock repurchase program, and $5.9 million loan note payment on the first anniversary of the acquisition of Re:infer, partially offset by proceeds from ESPP contributions of $17.6 million and ~~payments~~proceeds from stock option exercises of ~~IPO-related costs of $3.7~~$6.7 million.

Net cash ~~provided by~~used in financing activities for ~~the~~ fiscal year ~~ended January 31, 2021~~2023 of ~~$250.4~~$60.7 million was primarily driven by payments of tax withholdings on net settlement of equity awards of $73.1 million, net payments of tax withholdings on sell-to-cover equity award transactions of $9.5 million, and $1.5 million in repurchases of unvested early exercised stock options, partially offset by proceeds from ~~our Series E convertible preferred stock financing~~ESPP contributions of ~~$225.6~~$15.0 million and proceeds from stock option exercises of ~~stock options of $26.4~~$8.4 million.

Material Cash Requirements

Our material cash requirements predominantly relate to working capital requirements, including employee compensation and payment of employee tax withholdings on net settlement of equity awards, and material contractual obligations, including leases and purchase commitments.

As of January 31, 2024, accrued compensation and benefits of $137.4 million are included in current liabilities on our consolidated balance sheet. Refer to Note 9, Con solidated Balance Sheet Components—Acc rued Expenses and Other Liabilities for details of additional short-term payroll-related obligations included in accrued expenses and other current liabilities as of January 31, 2024.

The following table summarizes the aggregate effect that our material contractual obligations as of January 31, ~~2022~~2024 are expected to have on our cash flows in the periods indicated (in thousands):


		Payments Due by Period
		Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
		(dollars in thousands)
Operating lease commitments		$	79,860	$	2,399	$	17,705	$	10,337	$	49,419
	Payments Due by Period															Payments Due by Period
	Total												Total	Less Than 1 Year	1-3 Years		3-5 Years	More Than 5 Years
	(dollars in thousands)															(dollars in thousands)
Operating lease commitments(1)
Purchase commitments	Purchase commitments	56,845		12,807		39,392		4,646		—
Total contractual obligations	Total contractual obligations	$	136,705	$	15,206	$	57,097	$	14,983	$	49,419
(1) Inclusive of $32.7 million of commitments related to operating leases which have not yet commenced.												(1) Inclusive of $32.7 million of commitments related to operating leases which have not yet commenced.


Delaware	47-4333187
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~452 5th~~One Vanderbilt Avenue, ~~22nd~~60th Floor New York, New York		~~10018~~10017
(Address of Principal Executive Offices)		(Zip code)

(844) 432-0455
Registrant's telephone number, including area code


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


Term						Definition
2015 Plan						2015 Stock Plan
2018 Plan						2018 Stock Plan
2021 Plan						2021 Equity Incentive Plan
2023 Form 10-K						Annual Report on Form 10-K for the fiscal year ended January 31, 2023, filed with the SEC on March 24, 2023
AI						artificial intelligence
API						application programming interface
ARR						annualized renewal run-rate
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
BEPS						Base Erosion and Profit Shifting
BPM						business process management
CCPA						California Consumer Privacy Act of 2018
CEO						Effective February 1, 2024, Robert Enslin became sole Chief Executive Officer.
CFO						Chief Financial Officer, Ashim Gupta
CISO						Chief Information Security Officer
Co-CEOs						Co-Chief Executive Officers as of and for the fiscal year ended January 31, 2024, Daniel Dines and Robert Enslin
Credit Facility						$200.0 million senior secured revolving credit with a maturity date of October 30, 2023
CSRD						Corporate Sustainability Reporting Directive (EU)
Current Period ARR						ARR as of January 31, 2024 from the cohort of all customers as of January 31, 2023 (used in calculation of dollar-based net retention rate)
DEI						diversity, equity, and inclusion
Derivative Litigations						Polilingua Limited v. Daniel Dines, et al. (Case No. 1:23-cv-08810) (E.D.N.Y.), In re UiPath, Inc. Stockholder Derivative Litigation (Case No. 1:23-cv-01385) (D. Del.), and Ristea v. Botteri et al. (Case No. 1:24-cv-00214) (S.D.N.Y.)
DSA						Digital Services Act
DTAs						deferred tax assets
DTLs						deferred tax liabilities
EEA						European Economic Arena
ESG						environmental, social, and governance
ESPP						2021 Employee Stock Purchase Plan
EU						European Union
Exchange Act						Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
FCPA						United States Foreign Corrupt Practices Act
FDIC						Federal Deposit Insurance Corporation
Flex Offerings						for our products that are available both on-premise and via SaaS, a single offering that allows customers the choice of either deployment option
FTC						Federal Trade Commission
GDPR						General Data Protection Regulation
HIPAA						Health Insurance Portability and Accountability Act


HITECH						Health Information Technology for Economic and Clinical Health Act
IDP						intelligent document processing
Information Assets, Systems and Data						our critical computer networks, third-party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic, or competitive in nature, and personal and sensitive information related to our employees, prospective employees, third-party service providers, and our customers
iPaaS						integration platform as a service
GAAP						generally accepted accounting principles in the United States
IPO						initial public offering
IRC						Internal Revenue Code of 1986, as amended
IRS						Internal Revenue Service
IT						information technology
LGPD						Brazil's General Data Protection Law
LLC						limited liability company
ML						machine learning
NLP						natural language processing
NOLs						net operating loss carryforwards
OCR						optical character recognition
OECD						Organisation of Economic Cooperation and Development
OKRs						objectives and key results
PIPL						Personal Information Protection Law (China)
Prior Period ARR						ARR as of January 31, 2023 from the cohort of all customers as of January 31, 2023
PSU						performance stock unit
Re:infer						Re:infer LTD
ROU						right-of-use
RPA						robotic process automation
RSAs						restricted stock awards
RSUs						restricted stock units
SaaS						software-as-a-service
SCCs						Standard Contractual Clauses
SEC						United States Securities and Exchange Commission
Securities Act						Securities Act of 1933, as amended
Securities Action						in re UiPath, Inc. Securities Litigation (Case No. 1:23-cv-07908) (S.D.N.Y.)
SOX						the Sarbanes-Oxley Act of 2002
SSP						standalone selling price
TCJA						Tax Cuts and Jobs Act of 2017
Trade Controls						various export, import, and trade and economic sanction laws and regulations, including, among others, the U.S. Export Administration Regulations, administered by the U.S. Department of Commerce’s Bureau of Industry and Security, and economic and trade sanctions regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control
UI						user interface
U.K.						United Kingdom
U.S.						United States
VIE						variable interest entity


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 185)			76
Report of Predecessor Auditor (PCAOB ID Number 248)			7378
Consolidated Balance Sheets			7479
Consolidated Statements of Operations			7580
Consolidated Statements of Comprehensive Loss			7681
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)			7782
Consolidated Statements of Cash Flows			7883
Notes to Consolidated Financial Statements			7984


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the fiscal year ended January 31, ~~2022~~2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ________ to ________


	At January 31,
	2022			2021
	(dollars in thousands)

Annualized renewal run-rate (ARR)	$	925,276		$	580,483
Incremental annualized renewal run-rate (iARR)	$	344,793		$	229,042

Customers with ARR greater than $1 million:
Number of customers	158			89
Percent of fiscal year revenue	43		%	35		%
Customers with ARR greater than $100 thousand:
Number of customers	1,493			1,002
Percent of fiscal year revenue	79		%	75		%

Dollar-based net retention rate	145		%	145		%


		As of January 31,
		2022		2021
	As of January 31,							As of January 31,
	2024						2024		2023
ASSETS	ASSETS
Current assets	Current assets
Current assets
Current assets
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	1,768,723	$	357,690
Restricted cash	Restricted cash	—		7,000
Marketable securities	Marketable securities	96,417		102,828
Accounts receivable, net of allowance for doubtful accounts of $2,566 and $2,879, respectively		251,988		172,286
Accounts receivable, net of allowance for credit losses of $1,119 and $2,698, respectively
Contract assets	Contract assets	74,831		34,221
Deferred contract acquisition costs	Deferred contract acquisition costs	29,926		10,653
Prepaid expenses and other current assets	Prepaid expenses and other current assets	55,416		49,752
Total current assets	Total current assets	2,277,301		734,430
Restricted cash, non-current		—		6,500

Marketable securities, non-current
Marketable securities, non-current
Marketable securities, non-current	Marketable securities, non-current	19,523		—
Contract assets, non-current	Contract assets, non-current	2,730		2,085
Deferred contract acquisition costs, non-current	Deferred contract acquisition costs, non-current	100,224		32,553
Property and equipment, net	Property and equipment, net	17,176		14,822
Operating lease right-of-use assets	Operating lease right-of-use assets	48,953		17,260
Intangible assets, net	Intangible assets, net	16,817		10,191
Goodwill	Goodwill	53,564		28,059
Deferred tax asset		10,628		8,118
Deferred tax assets
Other assets, non-current	Other assets, non-current	25,534		12,443
Total assets	Total assets	$	2,572,450	$	866,461
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current liabilities
Current liabilities	Current liabilities
Accounts payable	Accounts payable	$	11,515	$	6,682
Accounts payable
Accounts payable
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	87,958		36,660
Accrued compensation and benefits		130,673		110,736
Accrued compensation and employee benefits
Deferred revenue	Deferred revenue	297,355		211,078
Total current liabilities	Total current liabilities	527,501		365,156
Deferred revenue, non-current	Deferred revenue, non-current	68,665		61,325
Operating lease liabilities, non-current	Operating lease liabilities, non-current	49,843		14,152
Other liabilities, non-current	Other liabilities, non-current	4,524		7,564
Total liabilities	Total liabilities	650,533		448,197
Commitments and contingencies (Note 11)	Commitments and contingencies (Note 11)	0		0		Commitments and contingencies (Note 11)
Convertible preferred stock, $0.00001 par value per share, 0 and 297,973 shares authorized as of January 31, 2022 and 2021, respectively; 0 and 294,257 shares issued and outstanding as of January 31, 2022 and 2021, respectively		—		1,221,968
Stockholders’ equity (deficit):
Preferred stock, $0.00001 par value per share, 20,000 and 0 shares authorized as of January 31, 2022 and 2021, respectively; 0 shares issued and outstanding as of January 31, 2022 and 2021, respectively		—		—
Class A common stock, $0.00001 par value per share, 2,000,000 and 581,000 shares authorized as of January 31, 2022 and 2021, respectively; 458,773 and 75,177 shares issued and outstanding as of January 31, 2022 and 2021, respectively;		4		1
Class B common stock, $0.00001 par value per share, 115,741 shares authorized as of January 31, 2022 and 2021, respectively; 82,453 and 110,653 shares issued and outstanding as of January 31, 2022 and 2021, respectively;		1		1

Stockholders’ equity:
Stockholders’ equity:
Stockholders’ equity:
Preferred stock, $0.00001 par value per share, 20,000 shares authorized; none issued and outstanding
Preferred stock, $0.00001 par value per share, 20,000 shares authorized; none issued and outstanding
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; 492,660 and 474,160 shares issued, respectively; 486,820 and 474,160 shares outstanding, respectively
Class B common stock, $0.00001 par value per share, 115,741 shares authorized; 82,453 shares issued and outstanding
Treasury stock, at cost, 5,840 shares and none, respectively
Additional paid-in capital	Additional paid-in capital	3,406,959		179,175
Accumulated other comprehensive income (loss)		10,899		(12,521)
Accumulated other comprehensive income
Accumulated deficit	Accumulated deficit	(1,495,946)		(970,360)
Total stockholders’ equity (deficit)		1,921,917		(803,704)
Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)		$	2,572,450	$	866,461
Total stockholders’ equity
Total liabilities and stockholders’ equity


	Convertible preferred stock			Common stock (Class A)			Common stock (Class B)			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders’ equity (deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Amount		Amount		Amount		Amount
Balance as of January 31, 2019	237,617	$	413,380	27,468	$	—	120,913	$	1	$	22,620	$	1,052	$	(321,616)	$	(297,943)
Issuance of convertible preferred stock, net of issuance costs of $591	44,491	583,009		—	—		—	—		—		—		—		—
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	—	—		19,066	—		—	—		3,774		—		—		3,774
Repurchase and retirement of common stock in connection with convertible preferred stock financing	—	—		(4,651)	—		(5,172)	—		(28,541)		—		(36,418)		(64,959)
Stock-based compensation expense related to tender offer	—	—		—	—		—	—		48,260		—		—		48,260
Stock-based compensation expense	—	—		—	—		—	—		26,116		—		—		26,116
Other comprehensive income, net of tax	—	—		—	—		—	—		—		5,174		—		5,174
Net loss	—	—		—	—		—	—		—		—		(519,933)		(519,933)
Balance as of January 31, 2020	282,108	$	996,389	41,883	$	—	115,741	$	1	$	72,229	$	6,226	$	(877,967)	$	(799,511)
Issuance of convertible preferred stock, net of issuance costs of $324	12,149	225,579		—	—		—	—		—		—		—		—
Issuance of common stock upon exercise of stock options and restricted stock awards	—	—		28,196	1		—	—		20,518		—		—		20,519
Issuance of common stock upon vesting of restricted stock awards	—	—		10	—		—	—		373		—		—		373
Stock-based compensation expense related to common stock secondary transactions	—	—		5,088	—		(5,088)	—		4,983		—		—		4,983
Stock-based compensation expense	—	—		—	—		—	—		81,072		—		—		81,072
Other comprehensive loss, net of tax	—	—		—	—		—	—		—		(18,747)		—		(18,747)
Net loss	—	—		—	—		—	—		—		—		(92,393)		(92,393)
Balance as of January 31, 2021	294,257	$	1,221,968	75,177	$	1	110,653	$	1	$	179,175	$	(12,521)	$	(970,360)	$	(803,704)
Issuance of convertible preferred stock, net of issuance costs	12,043	749,836		—	—		—	—		—		—		—		—
Conversion of convertible preferred stock to common stock upon initial public offering	(306,300)	(1,971,804)		306,300	3		—	—		1,971,801		—		—		1,971,804
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs	—	—		13,000	—		—	—		687,903		—		—		687,903
Conversion of shares of Class B common stock into shares of Class A common stock	—	—		28,200	—		(28,200)	—		—		—		—		—
Shares issued as consideration for business acquisition	—	—		543	—		—	—		30,467		—		—		30,467
Issuance of common stock upon exercise of stock options	—	—		10,048	—		—	—		12,345		—		—		12,345
Vesting of early exercised stock options	—	—		—	—		—	—		3,017		—		—		3,017
Issuance of common stock under the employee stock purchase plan	—	—		411	—		—	—		14,462		—		—		14,462
Issuance of common stock upon settlement of restricted stock units	—	—		25,280	—		—	—		—		—		—		—
Tax withholdings on settlement of restricted stock units	—	—		(186)	—		—	—		(10,591)		—		—		(10,591)
Stock-based compensation expense	—	—		—	—		—	—		518,380		—		—		518,380
Other comprehensive income, net of tax	—	—		—	—		—	—		—		23,420		—		23,420
Net loss	—	—		—	—		—	—		—		—		(525,586)		(525,586)
Balance as of January 31, 2022	—	$	—	458,773	$	4	82,453	$	1	$	3,406,959	$	10,899	$	(1,495,946)	$	1,921,917


	Convertible preferred stock			Common stock						Treasury stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders’ equity (deficit)
				Class A			Class B
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Amount		Amount		Amount		Amount
Balance as of January 31, 2021	294,257	$	1,221,968	75,177	$	1	110,653	$	1	—	$	—	$	179,175	$	(12,521)	$	(970,360)	$	(803,704)
Issuance of convertible preferred stock, net of issuance costs	12,043	749,836		—	—		—	—		—	—		—		—		—		—
Conversion of convertible preferred stock to common stock upon initial public offering	(306,300)	(1,971,804)		306,300	3		—	—		—	—		1,971,801		—		—		1,971,804
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs	—	—		13,000	—		—	—		—	—		687,903		—		—		687,903
Conversion of shares of Class B common stock into shares of Class A common stock	—	—		28,200	—		(28,200)	—		—	—		—		—		—		—
Shares issued as consideration for business acquisition	—	—		543	—		—	—		—	—		30,467		—		—		30,467
Issuance of common stock upon exercise of stock options	—	—		10,048	—		—	—		—	—		12,345		—		—		12,345
Vesting of early exercised stock options	—	—		—	—		—	—		—	—		3,017		—		—		3,017
Issuance of common stock under the employee stock purchase plan	—	—		411	—		—	—		—	—		14,462		—		—		14,462
Issuance of common stock upon settlement of restricted stock units	—	—		25,280	—		—	—		—	—		—		—		—		—
Tax withholdings on settlement of restricted stock units	—	—		(186)	—		—	—		—	—		(10,591)		—		—		(10,591)
Stock-based compensation	—	—		—	—		—	—		—	—		518,380		—		—		518,380
Other comprehensive income, net of tax	—	—		—	—		—	—		—	—		—		23,420		—		23,420
Net loss	—	—		—	—		—	—		—	—		—		—		(525,586)		(525,586)
Balance as of January 31, 2022	—	$	—	458,773	$	4	82,453	$	1	—	$	—	$	3,406,959	$	10,899	$	(1,495,946)	$	1,921,917
Issuance of common stock upon exercise of stock options	—	—		4,770	—		—	—		—	—		8,245		—		—		8,245
Vesting of early exercised stock options	—	—		—	—		—	—		—	—		1,357		—		—		1,357
Issuance of common stock upon settlement of restricted stock units	—	—		13,644	1		—	—		—	—		—		—		—		1
Tax withholdings on settlement of restricted stock units	—	—		(4,646)	—		—	—		—	—		(75,181)		—		—		(75,181)
Charitable donation of Class A common stock	—	—		300	—		—	—		—	—		5,499		—		—		5,499
Shares issued in connection with business acquisition	—	—		570	—		—	—		—	—		2,965		—		—		2,965
Issuance of common stock under the employee stock purchase plan	—	—		1,190	—		—	—		—	—		15,804		—		—		15,804
Repurchase of unvested early exercised stock options	—	—		(441)	—		—	—		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		—	—		—	—		371,190		—		—		371,190
Other comprehensive loss, net of tax	—	—		—	—		—	—		—	—		—		(3,287)		—		(3,287)
Net loss	—	—		—	—		—	—		—	—		—		—		(328,352)		(328,352)
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	—	—		5,221	—		—	—		—	—		6,728		—		—		6,728
Vesting of early exercise stock options	—	—		—	—		—	—		—	—		2		—		—		2
Issuance of common stock upon settlement of restricted stock units	—	—		17,695	—		—	—		—	—		—		—		—		—
Tax withholdings on settlement of restricted stock units	—	—		(6,061)	—		—	—		—	—		(113,162)		—		—		(113,162)
Charitable donation of Class A common stock	—	—		281	—		—	—		—	—		4,215		—		—		4,215
Repurchase of Class A common stock	—	—		—	—		—	—		(5,840)	(102,615)		—		—		—		(102,615)
Issuance of common stock under employee stock purchase plan	—	—		1,364	—		—	—		—	—		17,313		—		—		17,313
Stock-based compensation expense	—	—		—	—		—	—		—	—		372,145		—		—		372,145
Other comprehensive income, net of tax	—	—		—	—		—	—		—	—		—		1,213		—		1,213
Net loss	—	—		—	—		—	—		—	—		—		—		(89,883)		(89,883)
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


Asset Category						Estimated Useful Life
Computer and equipment						1 to 2 years
Furniture and fixtures						2 to 9 years
Leasehold improvements						Shorter of remaining lease term or estimated useful life (1 (1 to 714 years)


	As of January 31, 2024											As of January 31, 2024
	Amortized Cost									Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Fair Value
		As of January 31, 2022
Treasury bills and U.S government securities
Treasury bills and U.S government securities
Treasury bills and U.S government securities
Corporate bonds
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Commercial paper		$	15,343	$	—	$	—	$	15,343
Corporate bonds		91,735		—		(303)		91,432
Municipal bonds		9,197		—		(32)		9,165
Agency bonds
Agency bonds
Agency bonds
Total marketable securities	Total marketable securities	$	116,275	$	—	$	(335)	$	115,940


		As of January 31, 2021
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	As of January 31, 2023												As of January 31, 2023
	Amortized Cost										Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Fair Value
Commercial paper	Commercial paper	$	23,171	$	—	$	—	$	23,171
Treasury bills and U.S government securities (1)
Corporate bonds	Corporate bonds	79,674		7		(24)		79,657
Municipal bonds
Agency bonds
Total marketable securities	Total marketable securities	$	102,845	$	7	$	(24)	$	102,828
(1) Treasury bills with both amortized cost and estimated fair value of $10.0 million are included in cash and cash equivalents due to their original maturity of three months or less.										(1) Treasury bills with both amortized cost and estimated fair value of $10.0 million are included in cash and cash equivalents due to their original maturity of three months or less.


		As of January 31, 2022
		Level 1		Level 2		Level 3		Total
	As of January 31, 2024											As of January 31, 2024
	Level 1									Level 1	Level 2		Total
Financial Assets:	Financial Assets:
Money market		$	1,056,555	$	—	$	—	$	1,056,555

Money market funds
Money market funds
Money market funds

Total cash equivalents	Total cash equivalents	1,056,555		—		—		1,056,555
Commercial paper		—		15,343		—		15,343
Total cash equivalents
Total cash equivalents

Treasury bills & U.S. government securities
Treasury bills & U.S. government securities
Treasury bills & U.S. government securities
Corporate bonds	Corporate bonds	—		91,432		—		91,432
Municipal bonds		—		9,165		—		9,165

Agency bonds
Agency bonds
Agency bonds
Total marketable securities	Total marketable securities	—		115,940		—		115,940
Total	Total	$	1,056,555	$	115,940	$	—	$	1,172,495


	~~Amount~~
Cash paid at closing	$	~~5,660~~30,117
Fair value of Class A common stock issued at closing (0.2 million shares)	2,965
Loan note paid on first anniversary of closing (July 29, 2023)	~~30,467~~5,863
Loan note to be paid on second anniversary of closing (included in accrued expenses and other current liabilities as of January 31, 2024)	5,570
Working capital adjustment	66
Total	$	~~36,127~~44,581


	~~March 19, 2021~~July 29, 2022
~~Cash~~Net tangible assets	$	~~162~~300
~~Accounts receivable~~	~~743~~
~~Other assets~~	~~1,996~~
Intangible assets	~~11,200~~13,100
Goodwill	~~27,686~~34,351
Total assets acquired	~~41,787~~47,751
~~Total~~Deferred tax liabilities assumed	~~(5,660)~~(3,170)
Total	$	~~36,127~~44,581


		Fair Value (in thousands)		Estimated Useful Life (in years)
	Fair Value (in thousands)								Fair Value (in thousands)		Estimated Useful Life (in years)
Developed technology	Developed technology	$	6,600	5.0	Developed technology	$	10,000	5.0		5.0
Customer relationships	Customer relationships	4,500		3.0	Customer relationships	3,100		3.0		3.0
Trade name		100		3.0
Total	Total	$	11,200


	~~Amount~~
~~Intangible assets~~	$	~~11,475~~
~~Goodwill~~			~~23,986~~
~~Other assets~~			~~2,286~~
~~Total assets acquired~~			~~37,747~~
~~Liabilities assumed~~			~~(2,559)~~
~~Total~~			$	~~35,188~~


		Intangible Assets, Gross		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Remaining Useful Life (Years)
	Intangible Assets, Gross												Intangible Assets, Gross				Accumulated Amortization					Intangible Assets, Net					Weighted-Average Remaining Useful Life (Years)
Developed technology	Developed technology	$	18,627	$	(6,584)	$	12,043	3.4	Developed technology	$	28,807	$		$	(16,881)	$		$	11,926		2.8				2.8
Customer relationships									Customer relationships	8,266				(6,306)				1,960						1.3
Trade names and trademarks	Trade names and trademarks	274		(185)		89		1.9	Trade names and trademarks	272		(266)			(266)		6			6			0.2			0.2
Customer relationships		5,010		(1,479)		3,531		2.2
Other intangibles	Other intangibles	1,231		(77)		1,154		8.3	Other intangibles	1,231		(419)			(419)		812			812			7.0			7.0
Total	Total	$	25,142	$	(8,325)	$	16,817


	Carrying Amount
~~Balance as of January 31, 2020~~	$	~~25,311~~
~~Effect of foreign currency translation~~	~~2,748~~
~~Balance as of January 31, 2021~~	~~28,059~~
~~Acquisition of Cloud Elements~~	~~27,686~~
~~Effect of foreign currency translation~~	~~(2,181)~~
Balance as of January 31, 2022	$	53,564
Acquisition of Re:infer	34,351
Effect of foreign currency translation	95
Balance as of January 31, 2023	88,010
Effect of foreign currency translation	1,016
Balance as of January 31, 2024	$	89,026


Accrued restructuring costs as of January 31, 2022	$	—
Restructuring costs incurred during fiscal year 2023	$	23,446
Amount paid during fiscal year 2023	$	(19,339)
Write-off of assets associated with Brooklyn office	$	(218)
Accrued restructuring costs as of January 31, 2023	$	3,889
Restructuring costs incurred during fiscal year 2024	2,626
Amount paid during fiscal year 2024	(6,180)

Accrued restructuring costs as of January 31, 2024	$	335


	~~Year Ended~~ ~~January 31, 2020~~
~~Cost of subscription services revenue~~	$	~~514~~
~~Cost of professional services and other revenue~~	~~396~~
~~Sales and marketing~~	~~6,568~~
~~Research and development~~	~~511~~
~~General and administrative~~	~~1,953~~
~~Total~~	$	~~9,942~~


12			~~Convertible Preferred Stock and~~ Stockholders' Equity ~~(Deficit)~~


Series of Convertible Preferred Stock	Shares Authorized	Shares Issued and Outstanding	Original Issue Price per Share		Carrying Value Net of Issuance Costs		Aggregate Liquidation Preference
A-1	96,825	96,825	$	0.31	$	29,523	$	29,633
A-2	48,000	48,000	$	0.03	1,600		1,600
B-1	43,734	43,734	$	2.70	117,592		118,000
B-2	12,972	12,972	$	2.70	34,880		35,000
C-1	19,626	19,626	$	6.38	124,969		125,200
C-2	16,459	16,459	$	6.38	104,816		105,000
D-1	34,504	34,504	$	13.12	452,140		452,600
D-2	9,987	9,987	$	13.12	130,869		131,000
E	15,866	12,150	$	18.59	225,579		225,903
Total	297,973	294,257			$	1,221,968	$	1,223,936


	Foreign Currency Translation Adjustments		Unrealized Gain (Loss) on Marketable Securities		Accumulated Other Comprehensive Income (Loss)
Balance as of January 31, 2020	$	6,226	$	—	$	6,226
Other comprehensive loss, net of tax	(18,730)		(17)		(18,747)
Balance as of January 31, 2021	$	(12,504)	$	(17)	$	(12,521)
Other comprehensive income (loss), net of tax	23,738		(318)		23,420
Balance as of January 31, 2022	$	11,234	$	(335)	$	10,899


		Options Outstanding
		Stock Options (in thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)
Balance as of January 31, 2021		23,013	$	1.58	7.9	$	1,207,831
	Options Outstanding									Options Outstanding
	Stock Options (in thousands)							Stock Options (in thousands)	Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Balance as of January 31, 2023
Granted	Granted	2,041	$	0.10
Exercised	Exercised	(10,048)	$	1.16
Exercised
Exercised
Forfeited
Forfeited
Forfeited	Forfeited	(455)	$	2.55
Expired	Expired	(7)	$	2.40
Balance as of January 31, 2022		14,544	$	1.64	7.6	$	507,419
Expired
Expired
Balance as of January 31, 2024
Balance as of January 31, 2024
Balance as of January 31, 2024

Vested and exercisable as of January 31, 2022		7,389	$	1.54	6.9	$	258,486
Vested and exercisable as of January 31, 2024
Vested and exercisable as of January 31, 2024
Vested and exercisable as of January 31, 2024


		RSUs (in thousands)	Weighted-Average Grant Date Fair Value Per Share
Unvested as of January 31, 2021		34,753	$	10.80
	RSUs (in thousands)				RSUs (in thousands)	Weighted-Average Grant Date Fair Value Per Share
Unvested as of January 31, 2023
Granted	Granted	19,695	$	45.09
Vested	Vested	(25,283)	$	9.98
Forfeited	Forfeited	(1,650)	$	24.82
Unvested as of January 31, 2022		27,515	$	35.35
Unvested as of January 31, 2024


			~~Year Ended January 31,~~
			~~2022~~
~~Expected term (years)~~			~~0.6~~
~~Expected volatility~~			~~55.7%~~
~~Risk-free interest rate~~			~~0.05%~~
~~Expected dividend yield~~			~~0.0%~~


		As of January 31,
		2022		2021 (1)
	As of January 31,							As of January 31,
	2024						2024		2023
Deferred tax assets:	Deferred tax assets:
Net operating loss carryforwards
Net operating loss carryforwards
Net operating loss carryforwards	Net operating loss carryforwards	$	377,285	$	126,840
Accruals and reserves	Accruals and reserves	9,429		7,304
Stock-based compensation	Stock-based compensation	37,751		6,010
Deferred revenue	Deferred revenue	4,722		9,337
Research and development	Research and development	15,372		2,755
Foreign exchange		4,478		—

Depreciation and amortization
Depreciation and amortization
Depreciation and amortization
Excessive borrowing	Excessive borrowing	1,370		—
Other		1,170		807
Lease liabilities(1)
Other(1)
Total deferred tax assets, gross	Total deferred tax assets, gross	451,577		153,053
Less: valuation allowance	Less: valuation allowance	(422,262)		(137,766)
Total deferred tax assets, net of valuation allowance	Total deferred tax assets, net of valuation allowance	29,315		15,287
Deferred tax liabilities:	Deferred tax liabilities:

Intangible assets	Intangible assets	(579)		(2,894)
Depreciation and amortization		(1,446)		(897)

Intangible assets

Intangible assets
Foreign exchange
Right-of-use assets(1)
Commissions	Commissions	(16,695)		(6,054)
Other		(1)		(74)

Total deferred tax liabilities	Total deferred tax liabilities	(18,721)		(9,919)
Net deferred tax asset		$	10,594	$	5,368
Total deferred tax liabilities
Total deferred tax liabilities
Net deferred tax assets

Net deferred tax asset		$	10,628	$	8,118
Net deferred tax liability (included in other liabilities, non-current)		(34)		(2,750)
Net deferred tax asset		$	10,594	$	5,368
(1) Prior period amounts have been reclassified to conform to current presentation
Net deferred tax assets
Net deferred tax assets
Net deferred tax assets
Net deferred tax liabilities (included in other liabilities, non-current)
Net deferred tax assets
(1) As of January 31, 2023, immaterial amounts related to lease liabilities and right-of-use assets and were presented as part of "Other."						(1) As of January 31, 2023, immaterial amounts related to lease liabilities and right-of-use assets and were presented as part of "Other."


	Beginning Balance		Valuation Allowance Recorded During the Period		Valuation Allowance Released During the Period		Ending Balance
Year ended January 31, 2022	$	137,766	$	284,496	$	—	$	422,262

Year ended January 31, 2021	$	120,208	$	20,274	$	(2,716)	$	137,766


	Beginning Balance		Additions During the Period		Reductions During the Period		Ending Balance
Year ended January 31, 2024	$	476,589	$	5,474	$	(12,023)	$	470,040

Year ended January 31, 2023	$	422,262	$	54,327	$	—	$	476,589


			UIPATH, INC.

			By:			/s/ ~~Daniel Dines~~Ashim Gupta
			Name:			~~Daniel Dines~~Ashim Gupta
			Title:			Chief ~~Executive~~Financial Officer ~~and Chairman~~
			Date:			~~April 4, 2022~~March 27, 2024