UiPath, Inc.

Core operations · Quality control and product defects

Real or perceived errors, failures, or bugs in our platform and products could adversely affect our business, financial condition, results of operations, and growth prospects. Our platform and products are complex and use novel technology. Undetected errors, failures, or bugs have occurred in our platform and products in the past and may occur in the future.

Tax and financial reporting · Transfer pricing and international tax

Our intercompany relationships and agreements are subject to complex transfer pricing regulations administered by tax authorities in various jurisdictions with potentially divergent tax laws. Tax authorities may disagree with tax positions that we have taken.

Legal and litigation · Litigation and legal proceedings

Any future litigation against us could be costly and time-consuming to defend. We are subject and may in the future become subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes or employment claims made by our current or former employees.

Tax and financial reporting · Tax compliance and changes in tax law

Our corporate structure and intercompany arrangements cause us to be subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which could materially adversely affect our business, financial condition, results of operations, and growth prospects.

Market position and competition · Disruptive competitors and new market entrants

The agentic automation market is a fast-growing enterprise software market and is increasingly competitive. With the introduction of new technologies and market entrants, we expect that the competitive environment will remain intense going forward. For instance, as our market becomes increasingly driven by cloud-based solutions, native cloud providers may enter this market and provide competitive offerings at lower prices.

Strategic execution · Geographic expansion and market entry

Our current operations are international in scope, and we may pursue further geographic expansion, creating a variety of operational challenges. We are continuing to adapt to and develop strategies to further address international markets.

Market position and competition · Market cyclicality and demand volatility

Even if our revenue and ARR continue to increase, our revenue and ARR growth rates may decline in the future as a result of a variety of factors, including the maturation of our business, increased competition, changes to technology, a decrease in the growth of our overall market.

Innovation and product development · Intellectual property protection and infringement

Any failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could impair our ability to protect our proprietary technology and our brand. Our success depends to a significant degree on our ability to obtain, maintain, protect, and enforce our intellectual property rights, including our proprietary technology, know-how, and our brand.

International and currency · Foreign exchange and currency exposure

We are exposed to fluctuations in currency exchange rates which affect our results of operations. While our sales contracts are denominated predominantly in U.S. dollars, we also have sales contracts representing a large portion of our revenue denominated in foreign currencies.

Information management · Information systems and reporting

We rely on information systems to manage our business, summarize our operating and financial results, and provide timely information to our management. When implementing information systems, we may experience delays, unexpected costs, or other difficulties.

Technology infrastructure · Cloud services and data center operations

Our continued growth depends in part on the ability of our existing and potential customers to continue to adopt and utilize our cloud-based products in conjunction with our platform. We outsource substantially all of the infrastructure relating to our cloud-based products to third-party hosting services.

Digital transformation and innovation · Technology implementation and upgrades

Delays or difficulties associated with the design, implementation, or post-implementation use of information systems could adversely impact our business, financial condition, and results of operations. For example, during fiscal year 2026, we completed a multi-year implementation of a new enterprise resource planning (ERP) system, a complex project with broad scope in which we invested significant financial and human capital.

Digital transformation and innovation · Integration and interoperability

The utility of our platform and products relies in part on the ability of our customers to use our automation, AI and ML products in connection with other third-party software products that are important to our customers' businesses.

Information management · Technology vendor dependence

We rely on third-party service providers, sub-processors, and technologies to operate critical business systems to process sensitive information in a variety of contexts, including without limitation, third-party providers of cloud-based infrastructure, LLMs, encryption and authentication technology.

Corporate governance · Shareholder rights and activism

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

Stakeholder relations · Employee engagement and culture

We believe that our culture has been a key contributor to our success to date and that the critical nature of the technology that we develop promotes a sense of greater purpose and fulfillment in our employees. As our organization grows and evolves, including through restructuring actions, we have experienced and may continue to experience challenges in maintaining our corporate culture.

Reputation and brand · Corporate social responsibility

Our practices and disclosures related to ESG matters expose us to risks that could adversely affect our reputation and performance. Our failure to accomplish or accurately track and report on ESG goals on a timely basis, or at all, could adversely affect our reputation, financial performance, and growth.

Economic and market conditions · Economic recession and downturns

Adverse changes in global or regional economic conditions periodically occur, including recession or slowing growth; changes or uncertainty in fiscal, monetary, or trade policy; volatility in foreign exchange markets; tighter credit; fluctuating inflation and interest rates; lower capital expenditures by businesses including on IT infrastructure.

Economic and market conditions · Inflation and deflation pressures

We may delay or re-evaluate these efforts due to any anticipated or actual adverse impact to our business as a result of, among other things, global economic and geopolitical uncertainties, fluctuating inflation and interest rates, tariffs, government shutdowns, regional conflicts, or other similar events or circumstances.

Geopolitical and trade · International conflicts and tensions

Sustained geopolitical tensions could lead to political instability and economic uncertainty globally, long-term changes in global trade and technology supply chains, domestic sourcing initiatives, and the decoupling of global trade networks, which could make it more difficult to sell our products in, or restrict our access to, some markets.