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): ~~June~~September 264, 2025

UiPath, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40348

47-4333187

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

One Vanderbilt Avenue, 60th Floor

New York, New York

10017

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (844) 432-0455

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:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.00001 per share

PATH

New York Stock Exchange

Indicate by check mark whether the registrant 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 52.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~June~~September 264, 2025, UiPath, Inc. (~~the~~ “~~Company~~UiPath”) ~~held~~or ~~its annual meeting of stockholders (~~the “~~Annual Meeting~~Company”). Atissued ~~the~~a ~~Meeting,~~press ~~the~~release ~~holders~~announcing ofits ~~284,292,602~~financial ~~shares~~results offor the ~~Company’s~~fiscal ~~Class~~second Aquarter ~~common~~2026. ~~stock~~A ~~and~~copy ~~77,452,748 shares~~ of the ~~Company’s~~press ~~Class~~release Bis ~~common~~attached ~~stock~~hereto ~~were~~as ~~represented~~Exhibit ~~in person or by proxy, which represented 94~~99.~~53%~~1 ~~of the voting power of the shares issued~~ and ~~outstanding~~is ~~and~~incorporated ~~entitled~~herein toby ~~vote, constituting a quorum~~reference.

AtThe ~~the~~information ~~Annual~~contained ~~Meeting~~in this Item 2.02 and Item 9.01 in this Current Report on Form 8-K, ~~Proposals~~including the accompanying Exhibit 99.1 hereto, 2shall ~~and~~not 3be ~~were~~deemed ~~approved~~“filed” byfor purposes of Section 18 of the ~~Company’s~~Securities ~~stockholders~~Exchange ~~and~~Act noof ~~other~~1934, ~~business~~as ~~was~~amended, ~~properly~~or ~~brought~~otherwise ~~before~~subject to the ~~Annual~~liabilities ~~Meeting.~~of ~~The~~that ~~proposals~~section, ~~are~~nor ~~described~~shall init ~~detail~~be deemed incorporated by reference in ~~the~~any ~~Company’s~~filing ~~Definitive~~made ~~Proxy~~by ~~Statement~~the ~~filed~~Company ~~with~~under the Securities ~~and~~Act ~~Exchange~~of ~~Commission~~1933, ~~(“SEC”)~~as onamended, ~~May~~regardless 13of any general incorporation language in such filings, ~~2025~~unless ~~(the~~expressly ~~“Proxy~~incorporated ~~Statement”)~~by specific reference in such filing.

~~The~~Item ~~votes~~8.01 ~~for~~Other ~~each proposal are set forth below~~Events.

1.On AtSeptember 4, 2025, the ~~Annual~~Company ~~Meeting~~announced that IceVulcan Investments Ltd., ~~the~~an ~~vote~~entity controlled by Daniel Dines, our CEO, founder, and Chairman, adopted, on ~~the~~July ~~proposal~~11, 2025, a trading plan intended to ~~elect~~satisfy ~~eight~~the affirmative defense conditions of Rule 10b5-1(8c) ~~directors~~under the Exchange Act to ~~serve~~sell onup ~~the~~to ~~Company’s~~5,000,000 ~~Board~~shares ~~until~~of ~~the~~our Class A common stock, through April 17, 2026, ~~annual~~subject ~~meeting~~to limit prices. In connection with the adoption of ~~stockholders~~the ~~and~~trading ~~until~~plan, ~~such~~Mr. ~~time~~Dines aswill ~~their~~convert ~~respective~~3,146,745 ~~successors~~shares ~~have~~of ~~been~~Class ~~duly~~B ~~elected~~common ~~and~~stock ~~qualified~~held orby ~~until~~Ice ~~their~~Vulcan ~~earlier~~Holding ~~death~~Limited, ~~disability~~an entity also controlled by Mr. Dines, ~~resignation~~to shares of Class A common stock, ~~retirement~~which, ~~disqualification~~along with 1,853,255 orshares ~~removal~~of ~~from~~Class ~~office~~A common stock held by Ice Vulcan Holding Limited, ~~was~~will asbe ~~follows:~~transferred to IceVulcan Investments Ltd.

	FOR	WITHHELD	BROKER NON-VOTE
Daniel Dines	2,895,978,747	45,626,335	53,533,700
Philippe Botteri	2,868,089,936	73,515,146	53,533,700
Michael Gordon	2,938,901,770	2,703,312	53,533,700
Sivaramakichenane Somasegar	2,937,063,773	4,541,309	53,533,700
Daniel Springer	2,937,347,445	4,257,637	53,533,700
Karenann Terrell	2,938,962,099	2,642,983	53,533,700
Richard P. Wong	2,935,179,594	6,425,488	53,533,700
June Yang	2,938,800,931	2,804,151	53,533,700

Mr. Dines entered into the trading plan as part of his personal long-term investment strategy for tax, asset diversification, and liquidity. The shares subject to the trading plan represent less than 5% of Mr. Dines’s holdings and he will continue to remain a significant controlling stockholder of the Company.

2Item 9.At01 ~~the~~Financial ~~Annual~~Statements ~~Meeting,~~and ~~the vote to approve, on a non-binding advisory basis, the compensation paid to our named executive officers (“say-on-pay vote”), was as follows:~~Exhibits.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
2,930,328,428						10,846,972						429,682						53,533,700

(d) Exhibits.

3.At the Annual Meeting, the vote to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026, was as follows:


99.1			Press Release, dated September 4 , 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

FOR						AGAINST						ABSTAIN
2,994,372,132						424,358						342,292

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.

UiPath, Inc.
By:						/s/ Brad Brubaker
						Chief Legal Officer and Secretary
Date:						~~June~~September 304, 2025

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