UiPath, Inc.PATH
UiPath, Inc. Stock Compensation Disclosure
| 13 | Equity Incentive Plans and Stock-Based Compensation | |||||||
2021 Stock Plan
In April 2021, prior to and in connection with the IPO, we adopted the 2021 Plan, which provides for grants of incentive stock options, nonstatutory stock options, stock appreciation rights, RSAs, RSUs, PSUs, and other forms of awards. As of January 31, 2025, we have reserved 202.2 million shares of our Class A common stock to be issued under the 2021 Plan. The number of shares of our Class A common stock reserved for issuance under the 2021 Plan will automatically increase on February 1 of each year for a period of ten years, which began on February 1, 2022 and continues through February 1, 2031, in an amount equal to (1) 5% of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31, or (2) a lesser number of shares determined by our board of directors no later than the February 1 increase.
Although certain stock options remain outstanding under our prior stock plans, the UiPath, Inc. 2018 Stock Plan and the UiPath, Inc. 2015 Stock Plan, no shares are available for issuance of new awards under these plans.
2021 Employee Stock Purchase Plan
In April 2021, prior to and in connection with the IPO, we adopted the ESPP. As of January 31, 2025, the ESPP authorizes the issuance of 27.2 million shares of our Class A common stock under purchase rights granted to our employees. The number of shares of our Class A common stock reserved for issuance will automatically increase on February 1 of each year for a period of 10 years, which began on February 1, 2022 and continues through February 1, 2031, by the lesser of (1) 1% of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31; and (2) 15.5 million shares, except that before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth by (1) and (2) above. The ESPP allows participants to purchase shares at the lesser of (a) 85% of the fair market value our Class A common stock as of the commencement of the offering period, and (b) 85% of the fair market value of our Class A common stock on the corresponding purchase date.
Outstanding Equity Awards
Stock Options
Stock options granted under the 2021 Plan generally vest over to four years and expire ten years from the date of grant. Vested stock options generally expire three months after termination of employment. Stock option activity during fiscal year 2025 was as follows:
| Options Outstanding | |||||||||||||||||||||||
| Stock Options (in thousands) | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life (years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
Balance as of January 31, 2024 | 11,080 | $ | 3.49 | 7.8 | $ | 216,010 | |||||||||||||||||
| Granted | 2,738 | $ | 0.10 | ||||||||||||||||||||
| Exercised | (4,002) | $ | 2.01 | ||||||||||||||||||||
| Forfeited | (1,881) | $ | 13.91 | ||||||||||||||||||||
| Expired | — | $ | — | ||||||||||||||||||||
Balance as of January 31, 2025 | 7,935 | $ | 0.60 | 7.5 | $ | 108,138 | |||||||||||||||||
Vested and exercisable as of January 31, 2025 | 3,017 | $ | 1.39 | 5.8 | $ | 38,695 | |||||||||||||||||
The weighted-average grant date fair value of stock options granted during fiscal years 2025, 2024, and 2023 was $18.00, $16.84 and $12.23 per share, respectively. The intrinsic value of stock options exercised during fiscal years 2025, 2024, and 2023 was $58.5 million, $93.2 million, and $83.6 million, respectively.
As of January 31, 2025, unrecognized compensation expense associated with unvested stock options granted and outstanding was $78.9 million, to be recognized over a weighted-average remaining period of 1.8 years.
Fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:
| Year Ended January 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected term (years) | 5.7 | 5.9 | 5.9 | ||||||||||||||
| Expected volatility | 64.2% | 65.2% | 60.6% | ||||||||||||||
| Risk-free interest rate | 4.2% | 3.6% | 3.5% | ||||||||||||||
| Expected dividend yield | 0.0% | 0.0% | 0.0% | ||||||||||||||
During fiscal year 2023, our compensation committee approved modifications to allow acceleration of the service-based vesting condition of certain employee stock options upon termination. These modifications, which were considered improbable-to-probable (Type 3) modifications under ASC 718, resulted in accelerated vesting of 0.3 million shares of Class A common stock subject to outstanding stock options and incremental compensation expense of $2.8 million during fiscal year 2023.
Early Exercised Options
Certain stock option holders have the right to exercise unvested options, subject to a repurchase right held by us at the original exercise price in the event of voluntary or involuntary termination of employment of the option holders, until the options are fully vested. During fiscal years 2025 and 2024, we did not repurchase any unvested early exercised options. During fiscal year 2023, we repurchased 0.4 million unvested early exercised options in the amount of $1.5 million.
Cash proceeds associated with early exercises are recorded within accrued expenses and other current liabilities and other liabilities, non-current in our consolidated balance sheets, depending on the future vesting dates
of the associated options. Such accrued amounts were not material as of January 31, 2025 and 2024. Proceeds are transferred to additional paid-in capital at the time of option vesting.
Restricted Stock Units
RSUs granted under the 2021 Plan generally vest over to four years. RSUs are generally forfeited in case of termination of employment or service before the satisfaction of service-based vesting conditions.
RSU activity during fiscal year 2025 was as follows:
| RSUs (in thousands) | Weighted-Average Grant Date Fair Value Per Share | ||||||||||
Unvested as of January 31, 2024 | 31,272 | $ | 19.89 | ||||||||
| Granted | 17,704 | $ | 17.50 | ||||||||
| Vested | (15,359) | $ | 20.90 | ||||||||
| Forfeited | (11,168) | $ | 18.89 | ||||||||
Unvested as of January 31, 2025 | 22,449 | $ | 17.81 | ||||||||
The intrinsic value of RSUs released during fiscal years 2025, 2024, and 2023 was $234.6 million, $329.6 million, and $228.8 million, respectively.
As of January 31, 2025, unrecognized compensation expense associated with unvested RSUs was approximately $371.2 million, to be recognized over a weighted-average remaining period of 2.0 years.
During fiscal year 2023, our compensation committee approved modifications to allow accelerated vesting of approximately 0.5 million RSUs upon employee terminations. The modifications, which were considered improbable-to-probable (Type 3) modifications under ASC 718, resulted in a net reduction of $7.4 million in the fair value of the modified awards due to the decrease in our stock price between the grant and modification dates.
Performance Stock Units
During fiscal year 2024, we granted approximately 0.1 million PSUs at a grant date fair value of $18.08 per share. The PSUs were subject to performance conditions related to the achievement of certain individual and company targets for fiscal year 2024, which were not met. As a result, the PSUs were cancelled and no expense was recognized.
Employee Stock Purchase Plan Awards
The fair value of ESPP awards was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:
Year Ended January 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected term (years) | 0.5 | 0.5 | 0.5 | ||||||||||||||
| Expected volatility | 63.0% | 67.4% | 69.0% | ||||||||||||||
| Risk-free interest rate | 5.15% | 5.02% | 1.86% | ||||||||||||||
| Expected dividend yield | 0.0% | 0.0% | 0.0% | ||||||||||||||
During fiscal year 2025, 1.6 million shares were purchased under the ESPP at a weighted average purchase price of $10.13 per share.
As of January 31, 2025, unrecognized compensation expense related to the ESPP was approximately $2.4 million, to be recognized over a weighted-average remaining period of 0.4 years.
Stock-Based Compensation Associated with Business Acquisition
At the closing of the acquisition of Re:infer on July 29, 2022, we issued 0.4 million shares of Class A common stock (outside of the 2021 Plan) to be released to certain employee sellers in equal installments on the first, second, and third anniversaries of the closing date, subject to employment-related clawback provisions. As of January 31, 2025, total unrecognized compensation expense related to these shares was $1.3 million, which is to be recognized over a weighted-average remaining period of 0.5 years.
Stock-Based Compensation Expense
Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands):
Year Ended January 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of subscription services revenue | $ | 19,401 | $ | 14,750 | $ | 11,894 | |||||||||||
| Cost of professional services and other revenue | 11,386 | 10,958 | 11,855 | ||||||||||||||
| Sales and marketing | 134,646 | 144,863 | 154,922 | ||||||||||||||
| Research and development | 132,757 | 117,965 | 102,546 | ||||||||||||||
| General and administrative | 59,961 | 83,419 | 88,623 | ||||||||||||||
| Total | $ | 358,151 | $ | 371,955 | $ | 369,840 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 24, 2025 | Showing above |
| 2024 | Mar 27, 2024 | |
| 2023 | Mar 24, 2023 | |
| 2022 | Apr 4, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.