UiPath, Inc.PATH
UiPath, Inc. Commitments Disclosure
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Commitments and Contingencies | |||||||||||
Letters of Credit
We had a total of $3.0 million and $2.6 million in letters of credit outstanding predominantly in favor of certain landlords for office space as of January 31, 2026 and 2025, respectively. These letters of credit renew annually and expire on various dates through fiscal year 2030.
Indemnification
In the ordinary course of business, we may provide indemnification of varying scope and terms to customers, vendors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements, services to be provided by us, or from intellectual property infringement claims made by third parties.
These indemnification provisions may survive termination of the underlying agreement and the potential amount of future payments we could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments we could be required to make under these indemnification provisions is indeterminable. As of January 31, 2026 and 2025, we have not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements was remote.
Workforce Restructurings
Our board of directors approved restructuring actions to manage our operating expenses by reducing our global workforce by approximately 5% on June 24, 2022, and approved an additional reduction of 6% on November
10, 2022. This Fiscal Year 2023 Workforce Restructuring aimed to simplify our go-to-market approach and improve sales productivity and was completed during the second quarter of fiscal year 2024.
On July 8, 2024, our board of directors approved the Fiscal Year 2025 Workforce Restructuring to reshape the organization by streamlining our structure, particularly in operational and corporate functions, to better prioritize our go-to-market investments and focus our research and development investments on AI and driving innovation across our platform. The Fiscal Year 2025 Workforce Restructuring was completed during the second quarter of fiscal year 2026.
The following table presents total restructuring charges, consisting primarily of employee termination benefits, incurred for the periods presented by financial statement line item (in thousands):
| Year Ended January 31, | |||||||||||||||||
| 2026 | 2025 | 2024 | |||||||||||||||
| $ | 585 | $ | 2,745 | $ | 114 | ||||||||||||
| 18 | 105 | — | |||||||||||||||
| 2,524 | 15,452 | 1,376 | |||||||||||||||
| (52) | 3,058 | 387 | |||||||||||||||
| 1,332 | 3,366 | 749 | |||||||||||||||
| Total | $ | 4,407 | $ | 24,726 | $ | 2,626 | |||||||||||
The following table presents changes in accrued restructuring costs, which are recorded in accrued compensation and employee benefits in the consolidated balance sheets, by restructuring plan (in thousands):
| Fiscal Year 2025 Workforce Restructuring | Fiscal Year 2023 Workforce Restructuring | ||||||||||
Accrued restructuring costs as of January 31, 2024 | $ | — | $ | 335 | |||||||
Restructuring costs incurred during fiscal year 2025 | 24,726 | — | |||||||||
Amount paid during fiscal year 2025 | (14,948) | (335) | |||||||||
Accrued restructuring costs as of January 31, 2025 | $ | 9,778 | $ | — | |||||||
Restructuring costs incurred during fiscal year 2026 | 4,407 | — | |||||||||
Amount paid during fiscal year 2026 | (14,101) | — | |||||||||
Accrued restructuring costs as of January 31, 2026 | $ | 84 | $ | — | |||||||
Defined Contribution Plans
We sponsor retirement plans for qualifying employees, including a 401(k) plan in the U.S. and defined contribution plans in certain other countries, to which we make matching contributions. Our total matching contributions to all defined contribution plans during fiscal years 2026, 2025, and 2024 were $15.8 million, $17.1 million, and $16.0 million, respectively.
Litigation
From time to time, we may be involved in lawsuits, claims, investigations, and proceedings, consisting of intellectual property, commercial, employment, and other matters which arise in the ordinary course of business. In accordance with ASC 450, Contingencies, we make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
UiPath and certain of its officers are currently parties to the following litigation matters:
On September 6, 2023, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against UiPath, then Co-CEO Daniel Dines ("Mr. Dines"), and then CFO Ashim Gupta ("Mr. Gupta"), captioned In re UiPath, Inc. Securities Litigation (the "2023 Securities Action"). The complaint in this action was amended multiple times and the substance of the allegations is that, in 2021 and 2022, defendants made material misstatements and omissions, including regarding UiPath’s competitive position and its financial results, in violation of Section 11 and 15 of the Securities Act and Section 10(b), Rule 10b-5, and Section 20(a) of
the Exchange Act. The lawsuit is purportedly brought on behalf of a putative class of persons who purchased or otherwise acquired UiPath common stock between April 21, 2021 and September 27, 2022, and seeks unspecified monetary damages, costs and attorneys’ fees, and other unspecified relief as the Court deems appropriate. On April 23, 2024, the defendants moved to dismiss the 2023 Securities Action, and on November 4, 2024, the Court dismissed all claims under the Securities Act, but allowed the case to proceed with respect to two statements relating to competition that the plaintiffs allege violated the Exchange Act. On June 9, 2025, the plaintiff filed a third amended complaint to include two additional statements made by the defendants during the same 2021 and 2022 period, which plaintiff alleges were materially misleading. On June 26, 2025, the defendants moved to dismiss the third amended complaint in its entirety, and on October 2, 2025, the Court granted the defendants' motion to dismiss. On February 9, 2026, the plaintiff filed an appeal with the United States Court of Appeals for the Second Circuit with respect to the dismissal.
Starting on November 30, 2023, five purported shareholder derivative lawsuits were filed in various courts against UiPath, as a nominal defendant, Mr. Dines, Mr. Gupta, and several of UiPath’s current and former directors, alleging that the individual defendants breached their fiduciary duties and committed other alleged misconduct in connection with the statements at issue in the 2023 Securities Action and by causing UiPath to repurchase shares at allegedly inflated prices. As of February 5, 2025, all of these derivative lawsuits were voluntarily dismissed without prejudice. On July 18, 2025, a new shareholder derivative lawsuit was filed in the District of Delaware against the same defendants alleging substantially similar claims. This case is captioned Rudolph v. Dines et al. ("Rudolph"). On November 19, 2025, the defendants moved to dismiss the Rudolph case in its entirety. In response, on or about January 20, 2026, plaintiff filed an amended complaint, and on February 19, 2026, defendants again moved to dismiss the amended complaint in its entirety.
On June 20, 2024, a putative class action lawsuit was commenced in the United States District Court for the Southern District of New York against UiPath and select executives asserting claims under Sections 10(b) and 20(a) of the Exchange Act on behalf of a putative class of persons who purchased or acquired UiPath common stock, and purchasers of UiPath call options and sellers of put options, between December 1, 2023 and May 29, 2024 (the "2024 Securities Action"). Plaintiffs alleged that the defendants made material misstatements and omissions, including regarding UiPath's AI-powered Business Automation Platform and UiPath's strategy for, the success of, and customer demand for the platform, and sought unspecified monetary damages, costs and attorneys' fees, and other unspecified relief. On January 21, 2025, the defendants moved to dismiss the amended complaint and on July 23, 2025, the Court granted the motion and dismissed the amended complaint in its entirety. On September 12, 2025, the plaintiffs filed a second amended complaint alleging that former CEO Robert Enslin and Mr. Gupta made material misstatements and omissions during the earnings calls and in company disclosures during a class period of December 1, 2023 to May 29, 2024, in violation of Section 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. On October 27, 2025, defendants moved to dismiss the second amended complaint in its entirety.
The two purported shareholder derivative lawsuits related to the 2024 Securities Action, filed in the United States District Court for the Southern District of New York on July 8, 2024 and April 27, 2025, respectively, are stayed pending further resolution of the 2024 Securities Action.
We have not recorded any accrual related to the aforementioned litigation matters as of January 31, 2026, as we believe a loss in these matters is neither probable nor estimable at this time.
Warranty
We warrant to customers that our platform will operate substantially in accordance with its specifications. Historically, no significant costs have been incurred related to product warranties. Based on such historical experience, the probability of incurring such costs in the future is deemed remote. As such, no accruals for product warranty costs have been made.
Other Matters
Our indirect tax positions are subject to audit in multiple jurisdictions globally.
Notably, our Romanian subsidiary was subjected to audits by the ANAF for VAT and corporate income tax for the periods from January 2020 through January 2022 and January 2018 through January 2022, respectively, which
were completed during the first quarter of fiscal year 2025. With regard to the VAT audit, an assessment of $14.3 million has been issued. While we paid this assessment during fiscal year 2025, we disagree with the assessment and are in the process of appealing through litigation. The amount of the payment is included in other assets, non-current on our consolidated balance sheets as of January 31, 2026, and we have not recorded any estimated liability related to this litigation as of January 31, 2026, as we believe it is not probable that a material loss has been incurred.
Additionally, our Romanian subsidiary was selected for VAT audit for the period from February 2022 through April 2024. The audit for the period from March 2024 through April 2024 has been finalized with $0.2 million refunded to us. The audit for the period from February 2022 through February 2024 is currently suspended until the appeal of the aforementioned prior period assessment is resolved in court. While the audit is ongoing and no official assessment has been issued, we estimate a possible loss of approximately $13.0 million. We have not recorded any estimated liability related to this audit as of January 31, 2026, as we believe it is not probable that a material loss has been incurred.
Our Indian subsidiary is currently subject to GST inspection for the period from April 2021 through March 2024. A preliminary inquiry for certain transactions with a GST amount of $48.7 million has been raised. We have responded to all requests from the tax authority. The inspection for the period from April 2018 through March 2021 has been dropped as the statute of limitation has lapsed. We have not recorded any estimated tax liability related to this audit as of January 31, 2026, as we believe it is not probable that a material loss has been incurred.
Additionally, our Indian subsidiary has an open advance pricing agreement request with the Indian taxing authorities. Although no formal assessment has been issued as of January 31, 2026, based on several discussions with the tax authorities, we recognized a reserve during fiscal year 2026 to reflect the exposure arising from the difference between the mark-ups currently applied and those expected to be proposed by the tax authorities. The resulting tax and interest impact of $5.2 million is included in the computation of benefit from income taxes for the period.
Further, we are currently subject to various other audits, including sales and use tax audit of our U.S. entity in New York State for the periods from March 2019 through February 2022 and December 2022 through May 2025 and VAT audits in various foreign jurisdictions. We have not recorded any estimated tax liabilities related to these audits as of January 31, 2026, as we believe it is not probable that a material loss has been incurred.
Non-Cancelable Purchase Obligations
In the normal course of business, we enter into non-cancelable purchase commitments with various parties, mainly for hosting services, software products and services, and purchase of credits toward products and services from strategic alliance partners. As of January 31, 2026, we had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows (in thousands):
Year Ended January 31, | Amount | |||||||
| 2027 | $ | 163,400 | ||||||
| 2028 | 115,188 | |||||||
| 2029 | 68,270 | |||||||
| 2030 | 3 | |||||||
| 2031 | — | |||||||
| Thereafter | — | |||||||
| Total | $ | 346,861 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 25, 2026 | Showing above |
| 2025 | Mar 24, 2025 | |
| 2024 | Mar 27, 2024 | |
| 2023 | Mar 24, 2023 | |
| 2022 | Apr 4, 2022 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.