UiPath (PATH) FY2026 10-K Risk Factors: 9 New, 10 Dropped

What the changes say

UiPath reports growing revenues and ARR for fiscal years 2025 and 2026, alongside completed ERP implementation and increased focus on privacy and share dilution risks.

What changed since the prior 10-K

New

NewRisks Related to Our Business, Products, Operations, and Industry
actual usage. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses and sustain profitability
Macroeconomic uncertainties and inflation could cause customers to reduce spending, potentially resulting in revenue shortfalls and unreduced fixed operating expenses.
NewRisks Related to Our Business, Products, Operations, and Industry
We may not be able to successfully manage our growth. If we are not able to grow efficiently, we may not be able to sustain consistent profitability, and our business, financial condition, and results of operations could be harmed, which has in the past caused and could in the future cause our stock price to decline
Rapid growth and organizational changes generated revenue of $1,610.6 million and ARR of $1,852.6 million for fiscal year 2026, which may not predict future performance.
NewRisks Related to Our Business, Products, Operations, and Industry
that the expansion of and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could harm our business, financial condition, and results of operations
Failure to effectively implement internal infrastructure expansions on a timely basis could harm operating results, particularly as customer agreements are primarily annual.
NewRisks Related to Data Privacy and Cybersecurity
considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future. These developments further complicate our compliance efforts, and increase legal risk and compliance costs for us, the third parties with whom we do business, and our customers
Data processing practices utilizing chatbots, cookies, and session replay pixels face class action challenges under wiretapping and privacy laws.
NewRisks Related to Data Privacy and Cybersecurity
such as conducting transfer impact assessments to determine whether additional security measures are necessary to protect the at-issue personal data
Restrictions on personal data transfers outside Switzerland, the U.K., and EEA to the U.S. and local data residency laws increase compliance complexity.
NewRisks Related to Data Privacy and Cybersecurity
incidents. Such disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences
Security incidents could lead to government enforcement actions, customer contract breaches, litigation, and reputational harm.
NewRisks Related to Our Intellectual Property
for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our current or future technologies or products
The software industry's large number of patents exposes the company to time-consuming and expensive third-party intellectual property infringement lawsuits.
NewRisks Related to Ownership of Our Class A Common Stock
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
There are 27,381,832 shares of Class A common stock issuable upon option exercises and vesting of RSUs and PSUs as of January 31, 2026.
NewRisks Related to Ownership of Our Class A Common Stock
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
Exclusive forum provisions in the certificate of incorporation may limit stockholders' ability to bring claims in favorable judicial forums.

Dropped

DroppedRisks Related to Our Business, Products, Operations, and Industry
Our past results may not be indicative of our future performance. We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price could decline
DroppedRisks Related to Our Business, Products, Operations, and Industry
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 may occur from period to period
Past results fluctuation and risk of failing to meet analyst expectations.
DroppedRisks Related to Our Business, Products, Operations, and Industry
Our business depends on our existing customers renewing their licenses and purchasing additional licenses and products from us and our channel partners. Declines or significant delays in renewals or purchases of additional licenses and products by our customers could harm our future operating results
Estimates and assumptions required for revenue recognition.
DroppedRisks Related to Our Business, Products, Operations, and Industry
Changes in our management structure and in senior leadership could affect our business and financial results
DroppedRisks Related to Our Business, Products, Operations, and Industry
We offer free trials and a free tier of our platform to drive awareness of our products, and encourage use and adoption. If these marketing strategies fail to lead to customers purchasing paid licenses, our ability to grow our revenue will be adversely affected
DroppedRisks Related to Our Business, Products, Operations, and Industry
Seasonality may cause fluctuations in our sales and results of operations
Dependence on existing customer license renewals and additional purchases.
DroppedRisks Related to Our Business, Products, Operations, and Industry
If we cannot maintain our corporate culture as we grow, our success and our business and competitive position may be harmed
DroppedRisks Related to Data Privacy and Cybersecurity
(effective June 2023) will allow collective actions to be brought by a representative body against businesses if they breach legislation intended to protect EU consumers, including for data protection matters
DroppedRisks Related to Data Privacy and Cybersecurity
model could be leaked or disclosed to others, including if sensitive information is used to train the third party's AI/ML model. Additionally, where an AI/ML model ingests personal data and makes connections using such data, those technologies may reveal other personal or sensitive information generated by the model
DroppedRisks Related to Ownership of Our Class A Common Stock
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

Reworded

89% rewrittenRisks Related to Our Business, Products, Operations, and Industry
We have incurred net losses in the past, anticipate continuing to incur significant operating expenses in the future, and may not sustain consistent profitability
Updated to reflect ongoing net losses and operational investments across international markets, R&D, and AI capabilities.
Was: We have incurred net losses in the past, anticipate continuing to incur significant operating expenses in the future, and may not achieve or sustain consistent profitability
86% rewrittenRisks Related to Ownership of Our Class A Common Stock
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
Updated outstanding Class A common stock options and RSU figures from 30,384,125 shares as of January 31, 2025.
85% rewrittenRisks Related to Our Intellectual Property
We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business
Changed introductory phrasing regarding third-party patent awareness from 'As one example' to 'For example'.
70% rewrittenRisks Related to Our Business, Products, Operations, and Industry
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
Updated to report the completed multi-year implementation of a new enterprise resource planning ERP system during fiscal year 2026.
Was: Delays or difficulties associated with the design, implementation, or post-implementation use of our new enterprise resource planning system could adversely impact our business, financial condition, and results of operations
56% rewrittenRisks Related to Tax and Accounting Matters
Changes in tax laws or tax rulings could materially affect our financial condition, results of operations, and cash flows
Replaced references to older tax acts with the One Big Beautiful Bill Act and added research and development capitalization rules.
39% rewrittenRisks Related to Ownership of Our Class A Common Stock
Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other stockholders
Added mention of historical and potential future share repurchases of Class A common stock to reduce dilution from equity awards.
39% rewrittenRisks Related to Our Business, Products, Operations, and Industry
Our practices and disclosures related to ESG matters expose us to risks that could adversely affect our reputation and performance
Added specific compliance risks and costs arising from new legal and regulatory ESG requirements in the U.S. and EU.
Was: Our aspirations and disclosures related to ESG matters expose us to risks that could adversely affect our reputation and performance
35% rewrittenRisks Related to Tax and Accounting Matters
If we fail to maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired
Added explicit definition of disclosure controls and procedures designed to ensure timely SEC reporting under the Exchange Act.
35% rewrittenRisks Related to Ownership of Our Class A Common Stock
Our business, financial condition, results of operations, or cash flows could be significantly hindered by the occurrence of a natural disaster, public health crisis, military action, terrorist attack, or other catastrophic event
32% rewrittenRisks Related to Our Business, Products, Operations, and Industry
If we fail to retain and motivate members of our management team or other key employees or to integrate new team members, or fail to attract additional qualified personnel to support our operations, our business and future growth prospects could be harmed
31% rewrittenRisks Related to Ownership of Our Class A Common Stock
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
28% rewrittenRisks Related to Data Privacy and Cybersecurity
Our obligations related to data privacy and security, as well as consumers' data privacy expectations, are quickly changing, becoming increasingly stringent, and creating uncertainty
Was: Our obligations related to data privacy and security (and consumers' data privacy expectations) are quickly changing, becoming increasingly stringent, and creating uncertainty
28% rewrittenRisks Related to Tax and Accounting Matters
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
27% rewrittenRisks Related to Ownership of Our Class A Common Stock
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
25% rewrittenRisks Related to Our International Operations
Our current operations are international in scope, and we may pursue further geographic expansion, creating a variety of operational challenges
24% rewrittenRisks Related to Our Intellectual Property
If we cannot license rights to use technologies on reasonable terms, we may be unable to license rights that are critical to our business
24% rewrittenRisks Related to Our Business, Products, Operations, and Industry
We may require additional capital to support the growth of our business, and this capital may not be available on acceptable terms, if at all
22% rewrittenRisks Related to Regulatory Compliance and Governmental Matters
We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and noncompliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations
21% rewrittenRisks Related to Our Business, Products, Operations, and Industry
We have in the past engaged, and may in the future engage, in acquisition and investment activities, which could divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our results of operations and financial condition

All 64 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business, Products, Operations, and Industry

01We have incurred net losses in the past, anticipate continuing to incur significant operating expenses in the future, and may not sustain consistent profitability89% rewritten
02actual usage. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses and sustain profitabilityNew
03We may not be able to successfully manage our growth. If we are not able to grow efficiently, we may not be able to sustain consistent profitability, and our business, financial condition, and results of operations could be harmed, which has in the past caused and could in the future cause our stock price to declineNew
04For more information on our revenue recognition policy, refer to Note 2, Summary of Significant Accounting Policies—Revenue Recognition , included in Part II, Item 8 of this Annual Report on Form 10-K
05Because we derive substantially all of our revenue from our UiPath Platform™, failure of this platform to satisfy customer demands could adversely affect our business, financial condition, results of operations, and growth prospects
06that the expansion of and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could harm our business, financial condition, and results of operationsNew
07If we are unable to attract new customers, our business, financial condition, and results of operations will be adversely affected
08The markets in which we participate are competitive and if we do not compete effectively our business, financial condition, and results of operations could be harmed
09If we fail to continue to differentiate our platform and products from those offered by our competitors, our business, financial condition, and results of operations may be harmed
10If we fail to retain and motivate members of our management team or other key employees or to integrate new team members, or fail to attract additional qualified personnel to support our operations, our business and future growth prospects could be harmed32% rewritten
11A limited number of customers represent a substantial portion of our revenue and ARR. If we fail to retain these customers, our revenue and ARR could decline significantly
12We rely on our channel partners, including our strategic alliances, to generate a substantial amount of our revenue, and if we fail to expand and manage our distribution channels or fulfill our future service obligations, our revenue could decline and our growth prospects could suffer
13If we and our channel partners fail to provide sufficient high-quality consulting, training, support, and maintenance resources to enable our customers to realize significant business value from our platform, we may see a decrease in customer adoption of our platform
14If we are not able to introduce and release new features or services successfully and to make enhancements to our platform or products, particularly with respect to developing AI technologies, our business and results of operations could be adversely affected
15We are subject to numerous risks associated with the evolving market for products with AI capabilities
16Risks associated with our use of AI (including ML and large language models) may result in reputational harm or liability
17We target enterprise customers, and sales to these customers involve risks that may not be present or that are present to a lesser extent with sales to smaller entities
18Real or perceived errors, failures, or bugs in our platform and products could adversely affect our business, financial condition, results of operations, and growth prospects
19Incorrect or improper implementation or use of our platform and products could result in customer dissatisfaction and harm our business, financial condition, results of operations, and growth prospects
20We rely upon third-party providers of cloud-based infrastructure to host our cloud-based products. Any disruption in the operations of these third-party providers, limitations on capacity, or interference with our use could adversely affect our business, financial condition, and results of operations
21Delays or difficulties associated with the design, implementation, or post-implementation use of information systems could adversely impact our business, financial condition, and results of operations70% rewritten
22Our key performance metric, ARR, and certain other operational data in this report are subject to assumptions and limitations and may not provide an accurate indication of our future or expected results
23We may require additional capital to support the growth of our business, and this capital may not be available on acceptable terms, if at all24% rewritten
24If we fail to maintain and enhance our brand, our ability to expand our customer base will be impaired and our business, financial condition, and results of operations may suffer
25Indemnity provisions in various agreements to which we are a party potentially expose us to substantial liability for infringement, misappropriation, or other violation of intellectual property rights, data protection, and other losses
26We have in the past engaged, and may in the future engage, in acquisition and investment activities, which could divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our results of operations and financial condition21% rewritten
27Moreover, to pay for an acquisition or investment, we would use cash, incur debt, or issue equity securities, each of which may affect our financial condition or the value of our Class A common stock and (in the case of equity financing) could result in dilution to our stockholders
28Our practices and disclosures related to ESG matters expose us to risks that could adversely affect our reputation and performance39% rewritten
29We have undertaken, and may in the future undertake, internal restructuring activities that could result in disruptions to our business or otherwise materially harm our results of operations or financial condition
30Any future litigation against us could be costly and time-consuming to defend

Risks Related to Data Privacy and Cybersecurity

31considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future. These developments further complicate our compliance efforts, and increase legal risk and compliance costs for us, the third parties with whom we do business, and our customersNew
32such as conducting transfer impact assessments to determine whether additional security measures are necessary to protect the at-issue personal dataNew
33Our obligations related to data privacy and security, as well as consumers' data privacy expectations, are quickly changing, becoming increasingly stringent, and creating uncertainty28% rewritten
34incidents. Such disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequencesNew

Risks Related to Regulatory Compliance and Governmental Matters

35We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and noncompliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations22% rewritten
36Sales to government entities and highly regulated organizations are subject to a number of challenges and risks
37We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls

Risks Related to Our Intellectual Property

38Any 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
39We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business85% rewritten
40for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our current or future technologies or productsNew
41We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful
42If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed
43We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property
44We use open source software in our products, which could negatively affect our ability to sell our platform and products or subject us to litigation or other actions
45If we cannot license rights to use technologies on reasonable terms, we may be unable to license rights that are critical to our business24% rewritten

Risks Related to Our International Operations

46Our current operations are international in scope, and we may pursue further geographic expansion, creating a variety of operational challenges25% rewritten
47We are exposed to fluctuations in currency exchange rates which affect our results of operations

Risks Related to Tax and Accounting Matters

48If we fail to maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired35% rewritten
49Our 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
50Changes in tax laws or tax rulings could materially affect our financial condition, results of operations, and cash flows56% rewritten
51We continue to examine the impact of these and other tax reforms on our business, and cannot predict the timing and ultimate outcome or the potential impact they may have on our tax obligations, business, financial condition, and results of operations
52We 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 operations28% rewritten
53Our ability to use our NOLs to offset future taxable income may be subject to certain limitations

Risks Related to Ownership of Our Class A Common Stock

54The 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
55We 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 future27% rewritten
56Our dual class structure may impact the market price of our Class A common stock
57Future sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decline86% rewritten
58impair 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 stockNew
59Anti-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 stock31% rewritten
60profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offeringNew
61Our stock price may be volatile, and the value of our Class A common stock may decline
62Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other stockholders39% rewritten
63Our business, financial condition, results of operations, or cash flows could be significantly hindered by the occurrence of a natural disaster, public health crisis, military action, terrorist attack, or other catastrophic event35% rewritten
64If our estimates or judgments relating to our critical accounting estimates prove to be incorrect, our results of operations could be adversely affected

Other UiPath 10-Ks

FY2025 10-K risk factors
65 risks
UiPath dominates its risk profile around reliance on the UiPath Platform, AI adoption challenges, customer concentration, and intense market competition.
Filed Mar 24, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.