8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2023

UiPath, Inc.

(Exact name of Registrant as Specified in Its Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2023, Daniel Dines notified the Board of Directors of UiPath, Inc. (the “Company”) that he will resign from his position as the Company’s Co-Chief Executive Officer (“Co-CEO”), effective as of January 31, 2024. Rob Enslin, UiPath’s Co-CEO, will continue to serve in his current role through January 31, 2024. Thereafter, Mr. Enslin will serve as the Company’s sole CEO. Mr. Dines will assume the newly-created role of Chief Innovation Officer and will continue to serve as the Executive Chairman of the Board of Directors. In his new capacity at UiPath, as Chief Innovation Officer, Mr. Dines will drive the Company’s AI and technology initiatives.

Item 7.01 Regulation FD Disclosure.

On July 10, 2023, the Company issued a blog post announcing Mr. Dines’ resignation, as discussed above. A copy of the Company’s blog post is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

This information, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

Founder’s Update: UiPath Announces CEO Transition

As I reflect on where the UiPath journey started, I’m filled with a deep sense of gratitude for the surreal experience of watching this amazing Company grow into what it is today. From a tiny apartment in Romania to a public company of more than $1 billion in revenue and more than 10,000 customers, I remain invigorated by our bold aspiration to create a generational Company that will revolutionize the very nature of work itself.

As with any company, the Board of Directors and I have always considered leadership succession planning to be one of our most important mandates. I’m constant in my belief that we need to evolve and adapt to ensure the long-term success of UiPath. As part of that process, in April 2022, we hired Rob Enslin to serve as a partner to me as Co-CEO – and in the last year, I’ve increasingly delegated the scaling of our business to Rob.

Throughout our partnership, I have come to trust Rob’s business instincts, his vision for the Company, and his ability to lead. We are fully aligned on the power of automation to create tangible benefits for our customers and the steps we need to take to position the Company to reach its potential.

With that, today we announced that – following a transition period through our fiscal year end of January 31, 2024 – Rob will become sole CEO and I will assume the newly-created role of Chief Innovation Officer. As an engineer at heart, this has always been where my true passion lies. I plan to drive the UiPath innovation agenda to transform enterprise automation by harnessing the next-generation of AI technologies into practical solutions for our customers. I’ll also continue to serve as Executive Chairman of the Board of Directors where I’ll partner with Rob on strategic decisions and challenge the leadership team to champion our most important ingredient for success and happiness: our culture.

I’m excited about Rob’s leadership. I know he is humbled and honored to step into the CEO role and to have the opportunity to lead us into the next phase of growth by building on our vision of empowering knowledge workers with AI-powered automation to accelerate human achievement.

I’m so proud of our team members – past and present – who have poured their hearts and souls into building this Company, our culture, and our market opportunity. While we have come so very far, I firmly believe that we have our best days in front of us. Here’s to the next chapter of UiPath and our leadership.

Daniel

Forward-Looking Statements

This blog post contains "forward-looking statements." Although the forward-looking statements in this blog post reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in the reports filed with the Securities and Exchange Commission, including the risk factors that attempt to advise interested parties of the risks that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.

We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this blog post.