UiPath Inc

One Vanderbilt Avenue, 60th Floor

New York, New York 10017

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 20, 2024 at 11:00 a.m., Eastern Time

Our board of directors is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of UiPath, Inc. ("UiPath"), a Delaware corporation, to be held virtually, via a live audio webcast atwww.virtualshareholdermeeting.com/PATH2024, on Thursday, June 20, 2024 at 11:00 a.m., Eastern Time, and any adjournments or postponements thereof. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. As a global company, we believe this meeting type is better for our stockholders, which includes our employees. Stockholders attending the virtual meeting will be able to listen to the meeting live, submit questions, and vote online.

For the Annual Meeting, we have elected to furnish our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2024 (the “Annual Report”), to our stockholders primarily via the internet. On or about May 9, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the internet, how to vote at the Annual Meeting, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or by email by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked.

We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and cost of our Annual Meeting.

Only stockholders of record at the close of business on April 26, 2024 (the “Record Date”) will be entitled to vote at the Annual Meeting. On the Record Date, there were 490,108,966 shares of Class A common stock and 82,452,748 shares of Class B common stock outstanding and entitled to vote (together, the “common stock”). Each holder of Class A common stock will have the right to one vote per share of Class A common stock and each holder of Class B common stock will have the right to 35 votes per share of Class B common stock. The holders of shares of common stock will vote together as a single class on all matters submitted to a vote at the Annual Meeting. For instructions on how to attend the Annual Meeting, please see the instructions atwww.virtualshareholdermeeting.com/PATH2024 and on page 2 of this Proxy Statement.

In this Proxy Statement, we refer to UiPath, Inc. as “UiPath,” the “Company,” “we,” or “us” and the board of directors of UiPath as "our board" or “our board of directors.” References to fiscal years 2024, 2023, and 2022 in this Proxy Statement refer to our fiscal years ended January 31, 2024, 2023, and 2022, respectively. References to fiscal year 2025 refer to our fiscal year ending January 31, 2025. The Annual Report, which contains consolidated financial statements as of and for the fiscal year ended January 31, 2024, accompanies this Proxy Statement. You also may obtain a copy of the Annual Report without charge by emailing investor.relations@uipath.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this proxy statement, and you should not consider information on our website to be part of this proxy statement.