UiPath, Inc.

Previous wording

Business Highlights for the Three and Nine Months Ended October 31, 2025:

Current wording

Business Highlights for the Three Months Ended April 30, 2026:

Previous wording

•Annualized renewal run-rate ("ARR") at October 31, 2025 of $1,782.4 million increased 11% year-over-year.

Current wording

•ARR at April 30, 2026 of $1,901.2 million increased 12% year-over-year.

Previous wording

•Cash flow from operations was $188.9 million for the nine months ended October 31, 2025, compared to $174.5 million for the nine months ended October 31, 2024.

Current wording

•Cash flow from operations was $131.9 million for the three months ended April 30, 2026, compared to $119.0 million for the three months ended April 30, 2025.

Previous wording

•Cash and cash equivalents, restricted cash, and marketable securities were $1,520.2 million as of October 31, 2025, compared to $1,724.1 million as of January 31, 2025.

Current wording

•Cash and cash equivalents, restricted cash, and marketable securities were $1,417.2 million as of April 30, 2026, compared to $1,689.9 million as of January 31, 2026.

Previous wording

Internationally, we price our platform in currencies that may not be the functional currency. Accordingly, the heightened volatility of global markets has exposed us and will continue to expose us to foreign currency fluctuations, which may impact demand for our platform, our near-term results, the comparability of results to prior periods, and our ability to predict future results.

Current wording

Internationally, we price our platform in currencies that may not be the functional currency. Accordingly, the heightened volatility of global markets has exposed us and will continue to expose us to foreign currency fluctuations, which may impact demand for our platform, our near-term results, comparability of results to prior periods, and our ability to predict future results.

Previous wording

On July 8, 2024, our board of directors approved the Fiscal Year 2025 Workforce Restructuring to reshape theorganization 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 three months ended July 31, 2025. Refer to Note 10, Commitments and Contingencies—Workforce Restructuring included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

Current wording

On July 8, 2024, our board of directors approved restructuring actions (the "Fiscal Year 2025 Workforce Restructuring") to reshape theorganization 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.

Previous wording

ARR is the key performance metric we use in managing our business because it illustrates our ability to acquire new subscription customers and to maintain and expand our relationships with existing subscription customers. We define ARR as annualized invoiced amounts per solution SKU from subscription licenses and maintenance and support obligations assuming no increases or reductions in customers' subscriptions. ARR does not include the costs we may incur to obtain such subscription licenses or provide such maintenance and support. ARR also does not reflect nonrecurring rebates payable to partners (upon establishing sufficient history of their nonrecurring nature), the impact of nonrecurring incentives (such as one-time discounts provided under sales promotional programs), and any actual or anticipated reductions in invoiced value due to contract non-renewals or service cancellations other than for certain reserves (for example those for credit losses or disputed amounts). At October 31, 2025 and 2024, our ARR was $1,782.4 million and $1,606.6 million, respectively, representing a growth rate of 11%. Approximately 28% of this growth rate was due to new customers and 72% of this growth rate was due to existing customers. Our dollar-based net retention rate, which represents the net expansion of ARR from existing customers over the preceding 12 months, was 107% and 113% as of October 31, 2025 and 2024, respectively. We calculate dollar-based net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end ("Prior Period ARR"). We then calculate the ARR from these same customers as of the current period end ("Current Period ARR"). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months, but does not include ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the point-in-time dollar-based net retention rate.

Current wording

ARR is the key performance metric we use in managing our business because it illustrates our ability to acquire new subscription customers and to maintain and expand our relationships with existing subscription customers. We define ARR as annualized invoiced amounts per solution SKU from subscription licenses and maintenance and support obligations assuming no increases or reductions in customers' subscriptions. ARR does not include the costs we may incur to obtain such subscription licenses or provide such maintenance and support. ARR also does not reflect nonrecurring rebates payable to partners (upon establishing sufficient history of their nonrecurring nature), the impact of nonrecurring incentives (such as one-time discounts provided under sales promotional programs), and any actual or anticipated reductions in invoiced value due to contract non-renewals or service cancellations other than for certain reserves (for example those for credit losses or disputed amounts). At April 30, 2026 and 2025, our ARR was $1,901.2 million and $1,692.7 million, respectively, representing a growth rate of 12%. Approximately 30% of this growth rate was due to new customers and 70% of this growth rate was due to existing customers. Our dollar-based net retention rate, which represents the net expansion of ARR from existing customers over the preceding 12 months, was 109% and 108% as of April 30, 2026 and 2025, respectively. We calculate dollar-based net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end ("Prior Period ARR"). We then calculate the ARR from these same customers as of the current period end ("Current Period ARR"). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months, but does not include ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the point-in-time dollar-based net retention rate.

Previous wording

We have a unified commercial offering for software products with both on-premises and cloud deployment options that allows customers the choice of either deployment option throughout the term of the contract. These Flex Offerings are comprised of three types of performance obligations: term license, maintenance and support, and SaaS.

Current wording

We have a unified commercial offering for software products with both on-premises and cloud deployment options that allows customers the choice of either deployment option throughout the term of the contract. These offerings are comprised of three types of performance obligations: term license, maintenance and support, and SaaS.

Previous wording

Our term licenses (typically sold as a portion of Flex Offerings) provide customers the right to use software for a specified period of time. Revenue for licenses is recognized at the point in time at which the customer is able to use and benefit from the software, which is generally upon delivery to the customer or upon commencement of the renewal term. As licenses revenue is recognized at a point in time, any shift in license start dates or duration will have a direct impact on our licenses revenue.

Current wording

Our term licenses (typically sold as a part of flexible deployment offerings) provide customers the right to use software for a specified period of time. Revenue for licenses is recognized at the point in time at which the customer is able to use and benefit from the software, which is generally upon delivery to the customer or upon commencement of the renewal term. As licenses revenue is recognized at a point in time, any shift in license start dates or duration will have a direct impact on our licenses revenue.

Previous wording

We generate subscription services revenue through the provision of: (1) maintenance and support services, which include technical support and unspecified updates and upgrades on a when-and-if-available basis for our licenses, and (2) SaaS products (typically sold as a portion of Flex Offerings). Maintenance and support and SaaS products represent stand-ready obligations for which revenue is recognized ratably over the term of the arrangements.

Current wording

We generate subscription services revenue through the provision of: (1) maintenance and support services, which include technical support and unspecified updates and upgrades on a when-and-if-available basis for our licenses, and (2) SaaS products (typically sold as a portion of flexible deployment offerings). Maintenance and support and SaaS products represent stand-ready obligations for which revenue is recognized ratably over the term of the arrangements.

Previous wording

Professional services and other revenue consists of fees associated with professional services for process automation, customer education, and training services. Our professional services contracts are structured on a time and materials or fixed price basis, and the related revenue is recognized as the services are rendered.

Current wording

Professional services and other revenue consists of fees associated with professional services, including deployment of agentic automation, customer education, and training services. Our professional services contracts are structured on a time and materials or fixed price basis and the related revenue is recognized as the services are rendered.

Previous wording

Research and development expenses consist primarily of personnel-related expenses, including salaries and bonuses, stock-based compensation expense, and employee benefit costs, for our research and development employees, and allocated overhead. Research and development costs are expensed as incurred, with the exception of certain software development costs which are eligible for capitalization. We expect that our research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest in efforts to develop new technology and enhance the functionality and capabilities of our existing products and platform infrastructure. Our research and development expenses may fluctuate as a percentage of revenue from period to period due to the timing and extent of expenses.

Current wording

Research and development expenses consist primarily of personnel-related expenses, including salaries and bonuses, stock-based compensation expense, and employee benefit costs, for our research and development employees, hosting and software services costs, and allocated overhead. Research and development costs are expensed as incurred, with the exception of certain software development costs which are eligible for capitalization. We expect that our research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest in efforts to develop new technology and enhance the functionality and capabilities of our existing products and platform infrastructure. Our research and development expenses may fluctuate as a percentage of revenue from period to period due to the timing and extent of expenses.

Previous wording

Other (expense) income, net primarily consists of foreign exchange gains and losses. Other (expense) income, net also includes accretion of discounts and premiums on marketable securities.

Current wording

Other income (expense), net primarily consists of foreign exchange gains and losses. Other income (expense), net also includes accretion of discounts and premiums on marketable securities.

Previous wording

Benefit from income taxes consists of U.S. federal and state income taxes and income taxes in foreign jurisdictions in which we conduct business. Our effective tax rate is impacted by tax rates in foreign jurisdictions and the relative amounts of income we earn in those jurisdictions, as well as by non-deductible expenses as permanent differences, and by changes in our valuation allowances. We currently maintain a partial valuation allowance on our U.S. state DTAs and a full valuation allowance on our Romania DTAs, as we have concluded as of October 31, 2025 that it is more likely than not that these DTAs will not be fully realized. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that sufficient positive evidence may become available to allow us to conclude that a valuation allowance is no longer needed for our U.S. state DTAs within the next 12 months, and for our Romania DTA, or a portion thereof, within the next 24 months, which would result in income tax benefit in the period of the respective release.

Current wording

Provision for income taxes consists of U.S. federal and state income taxes and income taxes in foreign jurisdictions in which we conduct business. Our effective tax rate is impacted by tax rates in foreign jurisdictions and the relative amounts of income we earn in those jurisdictions, as well as by non-deductible expenses as permanent differences, and by changes in our valuation allowances. We currently maintain a partial valuation allowance on certain U.S. state DTAs and a full valuation allowance on our Romania DTA, as we have concluded as of April 30, 2026 that it is more likely than not that these DTAs will not be fully realized. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that sufficient positive evidence may become available to allow us to conclude that a valuation allowance is no longer needed for these U.S. state DTAs during fiscal year 2027, and for these Romania DTAs, or a portion thereof, during fiscal year 2028, which would result in income tax benefit in the period of the respective release.

Previous wording

Total revenue increased by $56.5 million, or 16%, for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily due to a $40.7 million increase in subscription services revenue and a $12.9 million increase in licenses revenue. Total revenue grew across all geographical regions. Of the growth in total revenue, 14% was attributable to new customers and 86% was attributable to existing customers. Subscription services revenue is recognized ratably over the subscription term; therefore, the increase in subscription services revenue is driven both by sales in prior periods for which we continue to provide maintenance and support and SaaS and by new sales in the current period.

Current wording

Total revenue increased by $61.8 million, or 17%, for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily due to a $35.6 million increase in subscription services revenue and a $21.0 million increase in licenses revenue. Total revenue grew across all geographical regions. Of the growth in total revenue, 20% was attributable to new customers and 80% was attributable to existing customers. Subscription services revenue is recognized ratably over the subscription term; therefore, the increase in subscription services revenue is driven both by sales in prior periods for which we continue to provide maintenance and support and SaaS, and by new sales in the current period.

Previous wording

Total cost of revenue increased by $5.0 million, or 8%, for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, driven by a $9.4 million increase in cost of professional services and other revenue, partially offset by a $3.4 million decrease in cost of subscription services revenue and a$1.0 million decrease in cost of licenses revenue. The increase in cost of professional services and other revenue was primarily driven by an $8.3 million increase in costs associated with the use of third-party subcontractors to deliver professional services to our customers and a $0.6 million increase in personnel-related expenses. The decrease in cost of subscription services revenue was primarily driven by a $5.9 million decrease in personnel-related expenses, which included a $3.1 million decrease in salary-related and bonus expenses associated with reduced headcount and a $1.7 million decrease in stock-based compensation expense, partially offset by a $1.2 million increase in third-party hosting and software services costs as a result of increased usage of our subscription services and a $0.3 million aggregate increase in depreciation and amortization and rent expense.

Current wording

Total cost of revenue increased by $13.1 million, or 20%, for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily due to a $7.2 million increase in cost of professional services and other revenue and a $5.5 million increase in cost of subscription services revenue. The increase in cost of professional services and other revenue was primarily driven by a $5.3 million increase in costs associated with the use of third-party subcontractors to deliver professional services to our customers and a $1.7 million increase in personnel-related expenses associated with higher headcount and merit increases. The increase in cost of subscription services revenue was primarily driven by a $5.6 million increase in third-party hosting and software services costs as a result of increased usage of our subscription services and a $1.6 million increase in depreciation and amortization expense. These increases were partially offset by a $2.6 million decrease in personnel-related expenses, which included a $1.6 million decrease in stock-based compensation expense and a $1.3 million decrease in salary-related and bonus expenses.

Previous wording

Our gross margin increased to 83% for the three months ended October 31, 2025 compared to 82% for the three months ended October 31, 2024, reflecting increased subscription services revenue and subscription services revenue margin.

Current wording

Our gross margin remained constant at 82% for the three months ended April 30, 2026 compared to 82% for the three months ended April 30, 2025, reflecting increased subscription services revenue and margin offset by the aforementioned increase in cost of professional services and other revenue primarily driven by increased third-party subcontractor costs.

Previous wording

General and administrative expense decreased by $16.4 million, or 9%, for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024. This decrease was primarily driven by an $11.9 million decrease in personnel-related expenses, which included a $9.1 million decrease in stock-based compensation expense, a $2.1 million decrease in employee termination benefits due to reduced activity under our Fiscal Year 2025 Workforce Restructuring, which was completed during the second quarter of fiscal year 2026, and a $1.2 million aggregate decrease in employee insurance costs and employer payroll taxes. General and administrative expense was also impacted by a $4.2 million decrease in other taxes in non-U.S. jurisdictions, a $2.8 million decrease in software service and implementation costs, a $2.4 million decrease in charitable donation expense due to reduced fair value of our Class A common shares contributed to a donor-advised fund in the current year, and a $1.4 million aggregate decrease in depreciation and amortization and rent expense. These decreases were partially offset by a $4.2 million increase in third-party advisory fees and a $2.8 million increase in credit loss expense.

Current wording

General and administrative expense decreased by $2.0 million, or 4%, for the three months ended April 30, 2026 compared to the three months ended April 30, 2025. The decrease was primarily attributable to a $2.6 million decrease in personnel-related expenses, which was driven by a $3.8 million decrease in stock-based compensation expense partially offset by a $1.5 million increase in salary-related and bonus expenses. General and administrative expense was also impacted by a $1.2 million decrease in charitable donations due to the reduced value of our Class A common shares contributed to a donor-advised fund in the current year and a $0.8 million decrease in software service and implementation costs. These decreases were partially offset by a $2.4 million increase in fair value of contingent consideration liability.

Previous wording

Other expense, net increased by$30.8 million, or 118%, for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily due to a $17.5 million decrease in accretion of net discounts on marketable securities, an $8.4 million increase in losses from foreign currency transactions, and a $5.2 million increase in legal expense related to shareholder litigation.

Current wording

Other income, net, increased by $18.5 million, or 116%, for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily due to a $14.8 million increase in gains from foreign currency transactions and a $6.5 million decrease in legal expense related to shareholder litigation, partially offset by a $2.9 million decrease in accretion of net discounts on marketable securities.

Previous wording

As of October 31, 2025, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $1,519.8 million, and we had an accumulated deficit of $1,810.0 million. For the nine months ended October 31, 2025, we reported net income of $177.9 million and net cash provided by operating activities of $188.9 million. Cash generated by our operations in recent periods has principally been used to fund working capital requirements such as personnel and facilities costs, invest in capital expenditures, engage in various business and asset acquisitions, and repurchase shares of our Class A common stock.

Current wording

As of April 30, 2026, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $1,415.7 million, and we had an accumulated deficit of $1,683.0 million. For the three months ended April 30, 2026, we reported net income of $22.5 million and net cash provided by operating activities of $131.9 million. Cash generated by our operations in recent periods has principally been used to fund working capital requirements such as personnel and facilities costs, invest in capital expenditures, engage in various business and asset acquisitions, and repurchase shares of our Class A common stock.

Previous wording

We believe that our existing cash and cash equivalents, marketable securities, and payments from customers will be sufficient to fund our anticipated cash requirements for the next 12 months and the long term.

Current wording

We believe that our existing cash and cash equivalents, marketable securities, and cash flows from operations will be sufficient to fund our anticipated cash requirements for the next 12 months and the long term.

Previous wording

On September 1, 2023, our board of directors authorized a stock repurchase program, pursuant to which we may repurchase from time to time up to $500.0 million of our outstanding shares of Class A common stock. On August 30, 2024 our board of directors authorized the repurchase of an additional $500.0 million of our outstanding shares of Class A common stock. Refer to Note 11, Stockholders' Equity—Stock Repurchase Program for further details.

Current wording

On September 1, 2023, our board of directors authorized a stock repurchase program, pursuant to which we could repurchase from time to time up to $500.0 million of our outstanding shares of Class A common stock. On August 30, 2024 our board of directors authorized the repurchase of an additional $500.0 million of our outstanding shares of Class A common stock. During the three months ended April 30, 2026, we fulfilled the aforementioned authorizations, and in March 2026 our board of directors authorized a new stock repurchase program, pursuant to which we may repurchase from time to time up to $500.0 million of our Class A common stock. Refer to Note 11, Stockholders' Equity—Stock Repurchases for further details.

Previous wording

Net cash provided by operating activities for the nine months ended October 31, 2025 of $188.9 million was driven by cash collections from our customers, with cash collections approximately 1% lower than during the nine months ended October 31, 2024. These cash inflows were partially offset by cash payments for operating expenditures, primarily associated with the compensation of our teams, including fiscal year 2025 annual bonuses paid in the first quarter of fiscal year 2026. Other cash operating expenditures included payments related to our Fiscal Year 2025 Workforce Restructuring and payments for professional services, software, and office rent.

Current wording

Net cash provided by operating activities for the three months ended April 30, 2026 of $131.9 million was driven by cash collections from our customers, with cash collections approximately 14% higher than during the three months ended April 30, 2025. These cash inflows were partially offset by cash payments for operating expenditures, primarily associated with the compensation of our teams, including fiscal year 2026 annual bonuses paid in the first quarter of fiscal year 2027. Other cash operating expenditures included payments for professional services, software, and office rent.

Previous wording

Net cash provided by operating activities for the nine months ended October 31, 2024 of $174.5 million was driven by cash collections from our customers, partially offset by cash payments for operating expenditures, primarily associated with the compensation of our teams, including fiscal year 2024 annual bonuses paid in the first quarter of fiscal year 2025. Other cash operating expenditures included payments related to our Fiscal Year 2025 workforce restructuring, and payments for professional services, software, and office rent.

Current wording

Net cash provided by operating activities for the three months ended April 30, 2025 of $119.0 million was driven by cash collections from our customers, partially offset by cash payments for operating expenditures, primarily associated with the compensation of our teams, including fiscal year 2025 annual bonuses paid in the first quarter of fiscal year 2026. Other cash operating expenditures included payments related to our Fiscal Year 2025 Workforce Restructuring, which was completed during the second quarter of fiscal year 2026, and payments for professional services, software, and office rent.

Previous wording

Net cash used in investing activities for the nine months ended October 31, 2024 of $28.8 million was driven by $1,162.2 million in purchases of marketable securities, a $35.8 million investment in the H Company, and$7.5 million in capital expenditures, partially offset by$1,176.8 million in maturities of marketable securities.

Current wording

Net cash used in investing activities for the three months ended April 30, 2026 of $112.8 million was driven by $155.0 million in purchases of marketable securities, a net payment of $149.4 million in connection with the acquisition of WorkFusion, and $2.7 million in capital expenditures primarily related to leasehold improvements, partially offset by $189.6 million in maturities of marketable securities and $4.6 million in other investing inflows.

Previous wording

Net cash provided by investing activities for the nine months ended October 31, 2025 of $20.2 million was driven by $585.1 million in maturities of marketable securities, partially offset by $507.2 million in purchases of marketable securities, a net payment of $24.8 million in connection with the acquisition of Peak, $16.0 million in capital expenditures primarily related to leasehold improvements, and $16.8 million in other investing outflows.

Current wording

Net cash used in investing activities for the three months ended April 30, 2025 of $79.9 million was driven by $153.4 million in purchases of marketable securities, a net payment of $24.8 million in connection with the acquisition of Peak, and$12.8 million in capital expenditures primarily related to leasehold improvements, partially offset by$111.1 million in maturities of marketable securities.

Previous wording

Net cash used in financing activities for the nine months ended October 31, 2025 of $358.0 million was driven by $329.1 million in repurchases of Class A common stock under our stock repurchase program and $41.7 million in payments of tax withholdings on settlement of equity awards, partially offset by $11.9 million in proceeds from ESPP contributions and $1.0 million in proceeds from exercise of stock options.

Current wording

Net cash used in financing activities for the three months ended April 30, 2026 of $252.2 million was primarily driven by $243.8 million in repurchases of Class A common stock under our stock repurchase program and $12.8 million in payments of tax withholdings on settlement of equity awards, partially offset by $4.0 million in proceeds from ESPP contributions.

Previous wording

Net cash used in financing activities for the nine months ended October 31, 2024 of $433.5 million was driven by $381.4 million in repurchases of Class A common stock under our stock repurchase program, $60.4 million in payments of tax withholdings on settlement of equity awards, and $5.6 million in deferred cash consideration paid on the second anniversary of the acquisition of Re:infer LTD, partially offset by $12.9 million in proceeds from ESPP contributions and $0.9 million in proceeds from exercise of stock options.

Current wording

Net cash used in financing activities for the three months ended April 30, 2025 of $235.2 million was primarily driven by $227.5 million in repurchases of Class A common stock under our stock repurchase program and $12.2 million in payments of tax withholdings on settlement of equity awards, partially offset by $4.2 million in proceeds from ESPP contributions.

Previous wording

As of October 31, 2025, accrued compensation and benefits of $88.6 million are included in current liabilities on our condensed consolidated balance sheet. Refer to Note 9, Condensed Consolidated Balance Sheet Components—Accrued Expenses and Other Current Liabilities for details of additional short-term payroll-related obligations included in accrued expenses and other current liabilities.

Current wording

As of April 30, 2026, accrued compensation and benefits of $61.2 million are included in current liabilities on our condensed consolidated balance sheet. Refer to Note 9, Condensed Consolidated Balance Sheet Components—Accrued Expenses and Other Current Liabilities for details of additional short-term payroll-related obligations included in accrued expenses and other current liabilities.

Previous wording

Refer to Note 8, Operating Leases for more detailed information regarding timing of future lease payments, and Note 10, Commitments and Contingencies—Non-Cancelable Purchase Obligations for more detailed information regarding timing of purchase commitments with terms of 12 months or longer. During the nine months ended October 31, 2025, we entered into a purchase commitment for hosting services for$199.8 million. There were no other significant changes from the contractual obligations disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” set forth in the 2025 Form 10-K.

Current wording

Refer to Note 8, Operating Leases for more detailed information regarding timing of future lease payments, and Note 10, Commitments and Contingencies—Non-Cancelable Purchase Obligations for more detailed information regarding timing of purchase commitments with terms of 12 months or longer. There were no significant changes during the three months ended April 30, 2026 from the contractual obligations disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” set forth in the 2026 Form 10-K.

Previous wording

Our stock repurchase program may also represent a material use of cash depending upon the number of shares repurchased, which is ultimately discretionary. Refer to Note 11, Stockholders' Equity—Stock Repurchase Program for further details.

Current wording

Our stock repurchase program may also represent a material use of cash depending upon the number of shares repurchased, which is ultimately discretionary. Refer to Note 11, Stockholders' Equity—Stock Repurchases for further details. Further, future cash payments under acquisition-related contingent consideration arrangements are based on performance outcomes and may be material. Refer to Note 5, Fair Value Measurements and Note 6, Business Acquisitions for information regarding the value of contingent consideration liabilities.