10-K – 2026-02-11 – aur-20251231.htm

Any product recall of ours or our partners in the future may result in adverse publicity, damage our brand and could materially and adversely affect our business, financial condition and results of operations. In the future, we may voluntarily or involuntarily initiate a recall if any vehicles powered by our self-driving technology prove to be defective or non-compliant with applicable Federal Motor Vehicle Safety Standards. Such recalls will prevent any sale of Aurora products (or any sale of vehicles equipped with Aurora products) until the issues are remedied and involve significant expense and diversion of management’s attention and other resources, which could materially and adversely affect our brand image in our target markets, as well as our business, prospects, financial condition and results of operations.
As we continue to commercialize and scale our technology, we may be required to obtain specialized insurance, which may not be available at the capacity level or on the terms that we require to achieve the economics we expect. Further, any insurance that we carry may not be sufficient or it may not apply to all situations. Similarly, our partners could be subjected to claims as a result of a collision in which our technology is involved and bring legal claims against us to attempt to hold us liable. Any of these events could materially and adversely affect our brand, relationships with partners, business, financial condition or results of operations.

Risks Related to Our Intellectual Property Rights
Despite the actions we are taking to defend and protect our intellectual property rights and other proprietary interests, we may not be able to adequately protect or enforce our intellectual property rights or prevent unauthorized parties from copying or reverse engineering our solutions. Our efforts to protect and enforce our intellectual property rights and prevent third parties from violating our rights may be costly.
The success of our products and our business depends in part on our ability to obtain patents and other intellectual property rights and maintain adequate legal protection for our products in the United States and other international jurisdictions. We rely on a combination of copyright, patent, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection.
We cannot assure you that any patents will be issued with respect to our currently pending patent applications or that any trademarks will be registered with respect to our currently pending applications in a manner that gives us adequate defensive protection or competitive advantages, if at all, or that any patents issued to us or any trademarks registered by us will not be challenged, invalidated or circumvented. We have filed for patents and trademarks in the United States and in certain international jurisdictions, but such protections may not be available in all countries in which we operate or in which we seek to enforce our intellectual property rights, or may be difficult to enforce in practice. Our currently-issued and applied-for patent and trademark registrations and applications, and any future patents and trademarks that may be issued, registered or applied for, as applicable, may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. We also cannot be certain that the steps we have taken will prevent unauthorized use of our technology or the reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive to us or infringe our intellectual property rights.
The protection against unauthorized use of our intellectual property rights, products and other proprietary rights is expensive and difficult, particularly internationally. We believe that our patent portfolio is foundational in the area of self-driving technology. Unauthorized parties may attempt to copy or reverse engineer our technology or certain aspects of our solutions that we consider proprietary. Litigation may be necessary in the future to enforce or defend our intellectual property rights, to prevent unauthorized parties from copying or reverse engineering our solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the United States.
Any such litigation, whether initiated by us or a third party, could result in substantial costs and diversion of resources and management’s attention, either of which could materially and adversely affect our business, financial condition and results of operations. Even if we obtain favorable outcomes in litigation, we may not be able to obtain adequate remedies, especially in the context of unauthorized parties copying or reverse engineering our solutions.
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Further, many of our current and potential competitors have the ability to dedicate substantially greater resources to defending intellectual property rights infringement claims and to enforcing their intellectual property rights than we have. Attempts to enforce our rights against third parties could also provoke these third parties to assert their own intellectual property rights or other proprietary rights or claims against us or result in a holding that invalidates or narrows the scope of our rights, in whole or in part. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our products are available, and competitors based in other countries may sell infringing products in one or more markets where our intellectual property rights are difficult to enforce or afforded less protection. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, which could materially and adversely affect our business, prospects, financial condition and results of operations.
Third-party claims that we are infringing intellectual property rights, whether successful or not, could subject us to costly and time-consuming litigation or expensive licenses, and our business could be adversely affected.
Although we hold key patents related to our technology, a number of companies, organizations, or individuals, both within and outside of the self-driving vehicle industry, hold other patents covering aspects of self-driving technology. In addition to these patents, participants in this industry typically also protect their technology, especially embedded software, through copyrights and trade secrets. In recent years, there has been significant litigation globally involving patents and other intellectual property rights. We have received, and in the future may receive, inquiries from other intellectual property rights holders and may become subject to claims that we infringe their intellectual property rights, particularly as we expand our presence in the market, expand to new use cases and face increasing competition. We are also party to certain agreements that may limit our trademark rights in certain jurisdictions; while we believe these agreements are unlikely to have a significant impact on our business as currently conducted, our ability to use our existing trademarks in new business lines in the future may be limited. In addition, parties may claim that the names and branding of our products infringe their trademark rights in certain countries or territories. Although we intend to vigorously defend our intellectual property rights, if such a claim were to prevail, we may have to change the names and branding of our products in the affected territories and we could incur other costs.
We currently have a number of agreements in effect pursuant to which we have agreed to defend, indemnify and hold harmless our partners, suppliers, and channel partners and other partners from damages and costs which may arise from the infringement by our products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. We do not carry insurance to cover intellectual property rights infringement claims. A claim that our products infringe a third party’s intellectual property rights, even if untrue, could adversely affect our relationships with our partners, may deter future partners from purchasing our products and could expose us to costly litigation and settlement expenses. Even if we are not a party to any litigation between a partner and a third party relating to infringement by our products, an adverse outcome in any such litigation could make it more difficult for us to defend our products against intellectual property rights infringement claims in any subsequent litigation in which we are a named party. Any of these results could materially and adversely affect our business, financial condition and results of operations.
Our defense of intellectual property rights claims brought against us or our partners, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert resources and management’s attention and force us to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires us to pay substantial damages or obtain an injunction. An adverse determination also could invalidate our intellectual property rights and adversely affect our ability to offer our products to our partners and may require that we procure or develop substitute products that do not infringe, which could require significant effort and expense. Any of these events could materially and adversely affect our business, financial condition and results of operations.
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We may need to defend ourselves against intellectual property rights infringement claims, which may be time-consuming and could cause us to incur substantial costs.
Companies, organizations or individuals, including our current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop or sell our products, which could make it more difficult for us to operate our business. From time to time, we may receive inquiries from holders of patents or trademarks inquiring whether we are infringing their proprietary rights and/or seek court declarations that they do not infringe upon our intellectual property rights. Companies holding patents or other intellectual property rights relating to self-driving technology (including sensors, hardware and software for self-driving vehicles) or other related technology may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:
• cease selling, incorporating or using products that incorporate or use the challenged intellectual property rights;
• pay substantial damages;
• obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or
• redesign our technology.
A successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology could materially and adversely affect our business, financial condition and results of operations. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s attention.
We also hold licenses to intellectual property rights from third parties, including inbound licenses provided in connection with commercial and other arrangements, and we may face claims that our exercises of these intellectual property rights infringe the rights of others. In such cases, we may seek indemnification from our licensors under our license contracts with them. However, our rights to indemnification may be unavailable or insufficient to cover our costs and losses, depending on our use of the technology, whether we choose to retain control over conduct of the litigation, and other factors.
We rely on licenses from third parties for intellectual property rights that are critical to our business, and we would lose the rights to such intellectual property rights if those agreements were terminated or not renewed.
We expect that the long-term contracts and commercial arrangements that we have and intend to enter into with partners may include licenses. We rely on these licenses from our partners for certain intellectual property rights that are or may become critical to our business. Termination of our current or future partner agreements could cause us to have to negotiate new or amended agreements with less favorable terms or cause us to lose our rights under the original agreements.
In the case of a loss of intellectual property rights relating to technology used in our systems, we may not be able to continue to manufacture certain components for our product or for our operations or may experience disruption to our manufacturing processes as we test and re-qualify any potential replacement technology. Even if we retain the licenses, the licenses may not be exclusive with respect to such component design or technologies, which could aid our competitors and have a negative impact on our business.
Our intellectual property rights applications for registration may not issue or be registered, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.
We cannot be certain that we are the first inventor of the subject matter to which we have filed a particular patent application, or if we are the first party to file such a patent application. If another party has filed a patent application to the same subject matter as we have, we may not be entitled to the protection sought by the patent application. We also cannot be certain whether the claims included in a patent application will ultimately be allowed in the applicable issued patent. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, we cannot be certain that the patent applications that we file will issue, or that our issued patents will afford protection against competitors with similar technology. In addition, our competitors may design around our issued patents, which could materially and adversely affect our business, financial condition and results of operations.
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As our patents may expire and may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated or limited in scope. In particular, we may not be able to prevent others from developing or exploiting competing technologies, which could materially and adversely affect our business, prospects, financial condition and results of operations.
We cannot assure you that we will be granted patents pursuant to our pending applications. Even if our patent applications succeed and we are issued patents in accordance with them, these patents may still be contested, circumvented or invalidated in the future. In addition, the rights granted under any issued patents may not provide us with meaningful protection or competitive advantages. The claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others could also bar us and third-party licensees from exploiting any patents that issue from our pending applications. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. These patents and patent applications might have priority over our patent applications and could subject our patent applications to invalidation. Finally, in addition to those who may claim priority, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable.
In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how.
We rely on technical measures and contractual measures to protect proprietary or competitively sensitive information, technology or materials (such as trade secrets, know-how and confidential information) that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected by means that do not require public disclosure. We generally seek to protect this proprietary information by limiting its disclosure and, when disclosed, by entering into confidentiality agreements, or consulting services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors and third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Trade secrets or confidential information may also be willfully or unintentionally disclosed, including by employees, who may leave our company and join our competitors. We have limited control over the protection of trade secrets used by our current or future manufacturing partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors, advisors and other third parties use intellectual property rights or other technology or materials owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position, and any recovery from a litigation may be insufficient to address any harm we have suffered. Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets.
We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property or any proprietary information that we hold. There is a risk that third parties may obtain and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce our intellectual property rights.
We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers.
We may be subject to claims that we or our employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of an employee’s former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to commercialize our products, which could severely harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and demands on resources and management’s attention.
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Our software contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our products or our use of those components give rise to disclosure obligations of proprietary software.
Our software contains components that are licensed under so-called “open source,” “free” or other similar licenses. Open source software is made available to the general public on an “as-is” basis under the terms of a non-negotiable license. Certain open source licenses may give rise to obligations to disclose or license our source code or other intellectual property rights if such open source software is integrated with our proprietary software or used or distributed in certain ways. We currently combine and use our proprietary software with open source software, but not in a manner that we believe requires the release of the source code of our proprietary software to the public. If we combine, use or distribute our proprietary software with open source software in a certain manner in the future, we could be required to release the source code to our proprietary software as open source software, or could be required to cease using the relevant open source software which might be costly to replace. Open source licensors also generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. In addition, if the license terms for the open source software that we use change, we may be forced to re-engineer our software, incur additional costs or discontinue the use of certain offerings if re-engineering could not be accomplished in a timely manner. Although we monitor our use of open source software to avoid subjecting our offerings to unintended conditions, there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our offerings. We cannot guarantee that we have incorporated open source software in our software in a manner that will not subject us to liability or in a manner that is consistent with our current policies and procedures.

Risks Related to Ownership of Our Securities
We have incurred and will continue to incur significant expenses and administrative burdens as a public company, which could materially and adversely affect our business, prospects, financial condition and results of operations.
We have incurred and will continue to incur increased legal, accounting, administrative and other costs and expenses as a public company than we did as a private company. The Securities Exchange Act of 1934, as amended (the “Exchange Act”), Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies.
Compliance with evolving public company requirements may continue to increase costs and make certain activities more time-consuming. For example, on December 31, 2023, we ceased to be an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, and we became subject to additional reporting requirements and standards including costs associated with compliance with the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act, the adoption of certain ASUs upon losing such status, additional disclosure requirements and accelerated filing deadlines for our periodic reports. As a result of losing emerging growth company status, we also became subject to enhanced disclosures obligations regarding executive compensation in our periodic reports and proxy statements and requirements to hold a non-binding advisory vote on executive compensation. In addition, expenses associated with SEC reporting requirements already have been and will continue to be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if we identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our Board or as executive officers. The reporting and other obligations imposed by these rules and regulations have resulted in and may continue to result in significant accounting, administrative, financial compliance and legal costs. These costs have required and may continue to require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

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Our management team has limited experience in operating a public company.
Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our continuing transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the Company. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the Company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.
The terms of our public warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.
We issued warrants to acquire shares of our common stock in connection with our initial public offering in March 2021. The warrants were issued in registered form under the Warrant Agreement, between us and Continental Stock Transfer & Trust Company, as warrant agent, which was subsequently amended in connection with the appointment of Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company) as warrant agent. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.
Any failure to effectively maintain controls and procedures required by Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business.
As a public company, we are required to provide management’s attestation on internal controls. Additionally, our independent registered public accounting firm is required to undertake an assessment of our internal control over financial reporting. Although we have developed and refined our financial reporting and other disclosure controls and procedures, and will continue to do so, management may not be able to effectively maintain the controls and procedures that satisfy the regulatory compliance and reporting requirements that apply to us. If we are not able to adequately comply with the requirements of Section 404, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities.
To manage the expected growth of our operations and increasing complexity, we will need to improve our operational and financial systems, procedures, and controls and continue to increase systems automation to reduce reliance on manual operations. Any inability to do so will affect our reporting. Our current and planned systems, procedures and controls may not be adequate to support our complex arrangements and the rules governing revenue and expense recognition for our future operations and expected growth. Delays or problems associated with any improvement or expansion of our operational and financial systems and controls could adversely affect our relationships with our partners, cause harm to our reputation and brand and could also result in errors in our financial and other reporting.
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Our bylaws (the “Bylaws”) designate a state or federal court located within the State of Delaware and the federal district courts of the United States as the exclusive forum for disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.
Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, stockholders, officers or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation (the “Certificate of Incorporation”) or our Bylaws, or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, in all cases subject to the court having jurisdiction over indispensable parties named as defendants. Our Bylaws further provide that the federal district courts of the United States will be the exclusive forum for resolving any claims asserting a cause of action arising under the Securities Act.
Any person or entity purchasing, holding or otherwise acquiring any interest in any of our securities is deemed to have notice of and consented to this provision. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, stockholders, officers or other employees, which may discourage lawsuits against us and our directors, stockholders, officers and other employees. However, while the Delaware Supreme Court has ruled that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our federal forum provision. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions. If a court were to find either exclusive forum provision in our Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.
Charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.
Our Certificate of Incorporation and Bylaws contain provisions that could delay or prevent a change in control of the Company. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. These provisions include:
• authorizing our Board of Directors to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control;
• certain of our shareholders, including our founders, hold sufficient voting power to control voting for election of directors and amend our Certificate of Incorporation;
• prohibiting cumulative voting in the election of directors;
• providing that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum;
• limiting the liability of, and providing for the indemnification of, our directors and officers;
• prohibiting the adoption, amendment or repeal of our Bylaws or the repeal of the provisions of our Certificate of Incorporation regarding the election and removal of directors without the required approval of at least two-thirds of the voting power of the shares entitled to vote at an election of directors;
• enabling our Board of Directors to amend the Bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt;
• prohibiting stockholder action by written consent;
• limiting the persons who may call special meetings of stockholders; and
• requiring advance notification of stockholder nominations and proposals, which could preclude Stockholders who do not comply with such requirements from bringing matters before annual or special meetings of stockholders and delay changes in our Board of Directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.
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These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors, which is responsible for appointing the members of our management. In addition, the provisions of Section 203 of the DGCL govern Aurora. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with Aurora for a certain period of time without the consent of its Board of Directors unless certain provisions are met.
These and other provisions in our Certificate of Incorporation and Bylaws and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of our common stock and result in the market price of our common stock being lower than it would be without these provisions.
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
Our Certificate of Incorporation and Bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law.
In addition, as permitted by Section 145 of the DGCL, our Bylaws and our indemnification agreements that we entered into with our directors and officers provide that:
• We will indemnify our directors and officers for serving the Company in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;
• We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;
• We will be required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;
• We will not be obligated pursuant to our Bylaws to indemnify a person with respect to proceedings initiated by that person against the Company or our other indemnitees, except with respect to proceedings authorized by our Board of Directors or brought to enforce a right to indemnification;
• The rights conferred in our Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and
• We may not retroactively amend our Bylaws provisions to reduce our indemnification obligations to directors, officers, employees and agents.
We do not intend to pay dividends for the foreseeable future.
We have never declared or paid any cash dividends on our capital stock and do not intend to pay any cash dividends in the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our capital stock will be at the discretion of our Board. Accordingly, investors must rely on sales of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
We may be subject to securities litigation, which is expensive and could divert management’s attention.
The market price of our common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against the Company could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.
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Future resales of common stock may cause the market price of our securities to drop significantly, even if our business is doing well.
Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. As of December 31, 2025, we had 1,625 million shares of our Class A common stock and 318 million shares of our Class B common stock outstanding. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our Class A common stock in the public market, the market price of our Class A common stock could decline significantly.
In connection with the consummation of the business combination on November 3, 2021, with Aurora Innovation Holdings, Inc. (“Legacy Aurora”) and RTPY Merger Sub Inc., a direct wholly-owned subsidiary of the Company, pursuant to an Agreement and Plan of Merger dated July 14, 2021 (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”), certain holders of our Class A common stock (the “Lock-Up Parties”) entered into lockup agreements (the “Lockup Agreements”), pursuant to which they were contractually restricted from selling or transferring any of their shares of our Class A or Class B common stock for certain periods of time, subject to certain exceptions. Under the Sponsor Agreement dated July 14, 2021, the shares held by the Sponsor were also subject to the same restrictions, in addition to certain price-based vesting criteria.
On November 3, 2025, all lock-up restrictions on such shares have expired, and such shares are no longer subject to the contractual transfer restrictions described above, except that the shares held by the Sponsor remain subject to price-based vesting conditions. As a result, a substantial number of shares of our Class A common stock became eligible for sale in the public market. Sales of a substantial number of shares of our Class A common stock, or the perception that holders of a large number of shares intend to sell, could increase the volatility in the trading price of our Class A common stock or cause the market price of our Class A common stock to decline.
Moreover, in connection with the private placement of approximately 222 million shares of our Class A common stock in 2023 (the “Private Placement”), we filed a registration statement with the SEC for the registration for resale of the securities sold in the Private Placement. If any of these additional shares are sold, or if it is perceived that they will be sold, in the public market, the market price of our Class A common stock could decline.
The market price and trading volume of our common stock may be volatile and could decline significantly.
The stock markets, including Nasdaq on which we list our shares of Class A common stock, have from time to time experienced significant price and volume fluctuations. The market price of our Class A common stock may be volatile and could decline significantly. In addition, the trading volume in our Class A common stock may fluctuate and cause significant price variations to occur. If the market price of our Class A common stock declines significantly, you may be unable to resell your shares at an attractive price (or at all). The market price of our Class A common stock could fluctuate widely or decline significantly in the future in response to a number of factors. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
Factors affecting the trading price of our securities may include:
• the realization of any of the risk factors presented in this Annual Report;
• our ability to bring our products to market on a timely basis, or at all;
• any major change in our management or Board;
• our ability to adhere to the anticipated timelines on our product roadmap that does not meet the expectations of the market;
• changes in the industries in which we and our customers operate;
• developments involving, or successes of, our competitors;
• changes in laws and regulations affecting our business;
• actual or anticipated differences in our estimates, the estimates of analysts, or changes in the market’s expectations for our revenues, results of operations, level of indebtedness, liquidity or financial condition;
• additions and departures of key personnel;
• failure to comply with the requirements of Nasdaq;
• failure to comply with the Sarbanes-Oxley Act or other laws or regulations;
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• future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities;
• the volume of shares of our Class A common stock available for public sale;
• publication of research reports, financial estimates and recommendations by securities analysts about us or our competitors or our industry;
• the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
• actions by stockholders, including the sale by our directors, executive officers or significant investors of any of their shares of our common stock or the perception that such sales could occur;
• the performance, financial results and market valuations of other companies that are, or are perceived to be, similar to us;
• commencement of, or involvement in, litigation involving us;
• broad disruptions in the financial markets, including sudden disruptions in the credit markets;
• speculation in the press or investment community;
• actual, potential or perceived control, accounting or reporting problems;
• changes in accounting principles, policies and guidelines;
• cyber events involving us;
• general economic and political conditions such as recessions, interest rates, fuel prices, bank failures and international currency fluctuations; and
• other events or factors, including those resulting from infectious diseases, health epidemics and pandemics, natural disasters, wars , acts of terrorism or responses to these events.
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for stocks of other companies which investors perceive to be similar to ours could materially and adversely affect our business, prospects, financial condition and results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us.
The dual class structure of our common stock has the effect of concentrating voting control with the Aurora Founders. This will limit or preclude your ability to influence corporate matters, including the outcome of important transactions, including a change in control.
Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share. Shares held by Chris Urmson, Sterling Anderson (no longer an executive or director of Aurora). and Drew Bagnell (the “Aurora Founders”) represent approximately 46% of the voting control of the Company as of December 31, 2025. Therefore, the Aurora Founders, individually or together, will be able to significantly influence matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. The Aurora Founders, individually or together, may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.
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Future transfers by the holders of our Class B common stock will generally result in those shares converting into shares of our Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. In addition, each share of our Class B common stock will convert automatically into one share of our Class A common stock upon (i) the date specified by affirmative written election of the holders of two-thirds of the then-outstanding shares of our Class B common stock, (ii) the date set by our board of directors that is no less than 61 days and no more than 180 days following the date on which the shares of our Class B common stock held by the Aurora Founders and their permitted entities and permitted transferees represent less than 20% of our Class B common stock held by the Aurora Founders and their permitted entities as of immediately following the closing of the Merger or (iii) nine months after the death or total disability of the last to die or become disabled of the Aurora Founders, or such later date not to exceed a total period of 18 months after such death or disability as may be approved by a majority of our independent directors.
Our dual class structure may adversely affect the market price and liquidity of our Class A common stock.
Our dual-class structure may result in volatility of our market price of our Class A common stock due to, among other things, adverse publicity or the reaction of institutional investors, governance-focused investors, or proxy advisory firms.
In addition, certain index providers have adopted, and may in the future adopt or modify, eligibility requirements that restrict the inclusion of companies with multiple-class share structures in certain indices. Under such announced or potential policies, our dual-class capital structure would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds, and other investment vehicles that seek to track or replicate those indices would not invest in our Class A common stock.
Given the sustained flow of investment funds into passive strategies, exclusion from stock indices would likely preclude investment by many of these funds, reduce trading liquidity, and make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.
The exercise of warrants for our Class A common stock would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
As of December 31, 2025, there were outstanding warrants to purchase an aggregate of 21 million shares of our Class A common stock, comprising 12 million public warrants and 9 million private placement warrants. These warrants became exercisable 30 days after the completion of the Merger. The likelihood that those warrants will be exercised increases if the trading price of shares of our Class A common stock exceeds the exercise price of the warrants. The exercise price of these warrants is $11.50 per share.
There is no guarantee that the warrants will become in the money prior to their expiration on November 3, 2026, and as such, the warrants may expire worthless.
To the extent the warrants are exercised, additional shares of our Class A common stock will be issued, which will result in dilution to the holders of our common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of shares issued upon the exercise of warrants in the public market or the potential that such warrants may be exercised could also adversely affect the market price of our Class A common stock.
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We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to their holders, thereby making public warrants worthless.
We have the ability to redeem the outstanding public warrants at any time prior to their expiration at a price of $0.01 per warrant, if and only if, the last reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders (the “Reference Value”). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above could force public warrant holders to: (1) exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for the holder to do so; (2) sell warrants at the then-current market price when the holder might otherwise wish to hold such warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of the warrants. None of the private placement warrants will be redeemable by us in such a case so long as they are held by the Sponsor or its permitted transferees, but the Sponsor has agreed to exercise all of its private placement warrants for cash or on a “cashless basis” on or prior to the redemption date, in the event that the Reference Value exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) and we elect to redeem the public warrants pursuant to the Warrant Agreement and notify the Sponsor of such election and the redemption date on or prior to the date we mail a notice of redemption to the holders of the public warrants.
In addition, we have the ability to redeem the outstanding warrants (including the private placement warrants if the Reference Value is less than $18.00 per share) for shares of our common stock at any time prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of our common stock determined based on the redemption date and the fair market value of our common stock. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares received is capped at 0.361 shares of our Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
In the event we elect to redeem the warrants that are subject to redemption, we will mail the notice of redemption by first class mail, postage prepaid, not less than thirty days prior to the redemption date to the registered holders of the warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in such manner will be conclusively presumed to have been duly given whether or not the registered holder received such notice and we are not required to provide any notice to the beneficial owners of such warrants. Additionally, while we are required to provide such notice of redemption, we are not separately required to, and do not currently intend to, notify any holders of when the warrants become eligible for redemption. If warrant holders do not exercise their warrants in connection with a redemption, including because such holders are unaware that such warrants are being redeemed, such holders would only receive the nominal redemption price for such warrants.
If securities or industry analysts do not continue to publish or cease publishing research or reports about us, our business, or the market in which we operate, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.
The trading market for our securities is influenced by the research and reports that industry or securities analysts may publish about us, our business, market or competitors. If any of the analysts who cover us change their recommendation regarding our shares of Class A common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Class A common stock would likely decline. If any analyst who covers us were to cease the coverage of us or fail to regularly publish reports on it, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.
Future issuances of equity or debt securities may adversely affect us, including the market price of our Class A common stock and may be dilutive to existing stockholders.

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In the future, we expect to obtain financing or further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities. Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our Class A common stock, or both.
Furthermore, as noted above, we may incur debt or issue equity ranking senior to our Class A common stock. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our Class A common stock.
Because our decision to issue equity or debt in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a result of the foregoing factors, future capital raising efforts may reduce the market price of our Class A common stock and be dilutive to existing stockholders.
Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.
If we fail to satisfy the continued listing requirements of Nasdaq such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our securities. Such a delisting would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

Item 1B. Unresolved Staff Comments
None.

Item 1C. Cybersecurity
Risk Management and Strategy
Aurora’s Information Security team has implemented a robust cybersecurity risk management program in order to protect the confidentiality, integrity, and availability of the Company’s products, infrastructure, and data. The program, which is integrated with our overall risk management system, aims to identify, assess, and mitigate cybersecurity risks for both the product and the organization. It includes a cybersecurity incident response procedure (“CIRP”) that defines roles and responsibilities during cybersecurity incidents, outlines incident handling procedures, including detection, investigation, and mitigation of incidents, and provides a framework for assessing incidents. Aurora’s CIRP contributes to satisfaction of certain elements of Aurora’s Safety Case. Additionally, the CIRP is referenced in and integrated into the Company’s Cross-Functional Incident Response Plan, which serves as an outline of the actions to be taken across the Company immediately following a vehicle incident.
Aurora’s Information Security team reports to and is led by our Chief Information Security Officer (CISO), who is responsible for structuring and driving all cybersecurity initiatives at Aurora. This individual regularly reports cybersecurity progress to our Board of Directors , as well as senior leadership across the Company.
The Information Security team proactively reports, on a company-wide basis, the status of cybersecurity initiatives and risks, along with various assessments of our information security programs and the emerging threat landscape. We maintain rigorous security and privacy controls that are aligned with industry standards and best practices to protect Aurora and Customer data while also ensuring the reliability of our products and platform. As part of this program, we perform periodic assessments, internal audits and engage with third party auditors with relevant industry expertise . The results of such assessments and audits are reported directly to senior leadership.
Following these risk assessments, we re-design, implement, and maintain reasonable safeguards to minimize identified risks, reasonably address any identified gaps in existing safeguards and regularly monitor the effectiveness of our
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safeguards. We also actively engage with key partners, vendors, customers, industry participants, government entities, intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures, especially around self-driving / autonomous vehicles. We work to identify, assess, and oversee risks from cybersecurity threats associated with third-party service providers, including, where appropriate, by contractually requiring third-party service providers to promptly inform us of incidents impacting their systems that could result in access to, loss, or unavailability of Aurora’s data. In addition, prior to engagement, we conduct thorough security assessments of all third-party service providers that handle confidential Aurora information or connect to Aurora computing environments. Such assessments include analysis of the service providers’ data handling practices and the security of their integrations with Aurora’s systems. This approach is designed to mitigate risks related to cybersecurity threats originating from third-parties.
Risks from Threats and Incidents
We are subject to risks from cybersecurity threats and incidents to our vehicles and cloud infrastructure, including operational systems, security systems, integrated software and partners’ data processed by us or third-party vendors or suppliers. However, as of December 31, 2025, we do not believe such risks have materially affected or are reasonably likely to materially affect the Company, including the Company’s business strategy, results of operations, or financial condition. For additional information regarding risks from cybersecurity threats, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K, including the risk factors entitled “Risks Related to Our Business Operations.”
Governance
Our information security management team is responsible for assessing and managing material risks from cybersecurity threats. Our Chief Information Security Officer (CISO) has more than thirty-five plus years of experience as a security expert and more than twenty-five plus years of experience leading information security teams at renowned technology companies.
Members of our security operations team are responsible for notifying the information security management team about cybersecurity incidents. The information security management team is responsible for assessing cybersecurity incidents; managing the analysis, mitigation, and remediation of incidents; and conferring with other members of management about incidents, including the Chief Information Security Officer and other members of our senior executive management team.
Our Audit Committee, composed of members of our Board of Directors, oversees risks from cybersecurity threats and our cybersecurity risk management program as an integrated part of our overall risk management processes. We conduct quarterly assessments to identify and evaluate cybersecurity threats and present our findings to the Audit Committee. In consultation with the Disclosure Committee, we also notify the Audit Committee about cybersecurity incidents and risks related to cybersecurity incidents. The Audit Committee is responsible for advising the Company on appropriate incident response steps.

Item 2. Properties
Our corporate headquarters is located in Pittsburgh, Pennsylvania. Our Pittsburgh facilities contain research and development and general and administrative functions. We also lease office space in Mountain View, California and office and industrial space in various other cities across the United States.
We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Item 3. Legal Proceedings
We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows.

Item 4. Mine Safety Disclosures
Not applicable.
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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Class A common stock is listed on Nasdaq under the symbol “AUR” and our warrants to purchase shares of Class A common stock are listed on Nasdaq under the symbol “AUROW”. Our Class B common stock is neither listed nor traded.
Dividend Policy
We have not paid any cash dividends on our Class A common stock to date. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any future outstanding indebtedness that we or our subsidiaries incur. We do not anticipate declaring any cash dividends to holders of the Class A common stock in the foreseeable future.
Holders
As of February 4, 2026 there were 61 holders of record of our Class A common stock and 14 holders of record of our Class B common stock. The number of Class A common stock beneficial owners is substantially greater than the number of holders of record due to holders who are beneficial owners but whose shares are held in “street name” by banks, brokers and other nominees. There is currently no established public trading market for our Class B common stock.
As of February 4, 2026, there were 9 holders of record of warrants exercisable for shares of Class A common stock at a price of $11.50 per share.
Recent Sales of Unregistered Equity Securities; Use of Proceeds from Registered Offerings
None.
Issuer Purchases of Equity Securities
None.
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Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, or the SEC, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Act.
The following graph compares (i) the cumulative total stockholder return on our Class A common stock from May 10, 2021, the day on which our Class A common stock commenced trading on Nasdaq (which, prior to our domestication to a Delaware corporation in connection with the Merger, were referred to Class A ordinary shares), through December 31, 2025 with (ii) the cumulative total return of the S&P Software & Services Select Industry Index and the Nasdaq Composite Index over the same period, assuming the investment of $100 in our common stock and in both of the other indices on May 10, 2021 and the reinvestment of dividends. The graph uses the closing market price on May 10, 2021 of $10 per share as the initial value of our Class A common stock. As discussed above, we have never declared or paid a cash dividend on our Class A common stock and do not anticipate declaring or paying a cash dividend in the foreseeable future.

Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations should be read together with the consolidated financial statements included elsewhere in this Annual Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth in "Part I, Item 1A. Risk Factors" and under the heading “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report.
Unless otherwise indicated or the context otherwise requires, references to “Aurora,” “we,” “us,” “our” and other similar terms in this section refer to Aurora Innovation, Inc. and its consolidated subsidiaries. Percentage amounts have not in all cases been calculated on the basis of rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this Annual Report. Certain other amounts that appear in this Annual Report may not sum due to rounding.

Aurora’s Business
Aurora has launched and continues to develop the Aurora Driver based on what we believe to be the most advanced and scalable suite of self-driving hardware, software, and data services in the world to fundamentally transform the global transportation market. The Aurora Driver is designed as a platform to adapt and interoperate amongst vehicle types and applications. To date, it has been successfully integrated into numerous different vehicle platforms: from passenger vehicles to light commercial vehicles to Class 8 trucks. By creating one driver system for multiple vehicle types and use cases, Aurora’s capabilities in one market reinforce and strengthen its competitive advantages in others. For example, highway driving capabilities developed for trucking will carry over to highway segments driven by passenger vehicles in ride-hailing applications. We believe this approach will enable us to target and transform the transportation landscape, including trucking, passenger mobility, and local goods delivery market.
We expect that the Aurora Driver will ultimately be commercialized in a Driver as a Service (“DaaS”) business model, in which customers or third parties will purchase, manage, and maintain fleets directly, while subscribing to the Aurora Driver and a suite of related services. We do not intend to own nor operate a large number of vehicles ourselves. Throughout commercialization, we expect to earn revenue on a fee per mile basis, or a comparable pricing mechanism. We intend to partner with OEMs, Tier 1 automotive suppliers, fleet operators, and other third parties to commercialize and support Aurora Driver-powered vehicles. We expect that these strategic partners will support activities such as vehicle and hardware manufacturing, financing and leasing, service and maintenance, parts replacement, facility ownership and operation, and other commercial and operational services as needed. We expect this DaaS model to enable an asset-light and high margin revenue stream for Aurora, while allowing us to scale more rapidly through partnerships. During the start of commercialization, though, we are operating our own logistics and mobility services, where we own or lease and operate a fleet of vehicles equipped with our Aurora Driver and provide transportation services to customers through driverless operations as well as with vehicle operators as needed. This level of control is useful during early commercialization as we define operational processes and playbooks for our partners.
We launched Aurora Driver for Freight, our driverless trucking subscription service first, as we believe that is where we can make the largest impact the fastest, given the massive industry demand, attractive unit economics, and the ability to deploy on high volume highway-focused routes. We plan to leverage the extensibility of the Aurora Driver to deploy and scale into the passenger mobility market with Aurora Driver for Rides, our driverless ride hailing subscription service, and in the longer-term the local goods delivery market.

Significant Events and Transactions
Launch of Aurora Driver for Freight
In April 2025, we launched Aurora Driver for Freight and began driverless operations of trucks hauling customer loads. We commenced recognizing revenue during the three months ended June 30, 2025. Supplementing our strategic partnerships, in 2025 we began a truck program to support our commercialization strategy by providing customers with greater driverless capacity. Under this program, trucks, including a fleet based on International® LT® Series vehicles, will be upfitted by or on behalf of Aurora and used for driverless operations.
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At-The-Market Offering
On February 14, 2025, we entered into a sales agreement with Cantor Fitzgerald & Co., TD Securities (USA) LLC, and Allen & Company LLC, as sales agents (the “Sales Agents”), pursuant to which we may, from time to time, sell up to an aggregate amount of $500 million of the Company’s Class A common stock through the Sales Agents in an “at-the-market” offering (the “ATM Program”). On July 30, 2025, the Company increased the aggregate dollar amount of the Company’s Class A common stock that it may sell under the ATM Program to $1,421 million. During the twelve months ended December 31, 2025, we offered and sold approximately 151 million shares of Class A common stock through the ATM Program at an average price of $5.96 per share, raising $898 million in equity capital and receiving net proceeds of $874 million after transaction costs.

Global Economic Conditions
Unfavorable conditions in the economy in the United States and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, including rising inflation, tensions in U.S.-China relations, high interest rates, recent and potential future disruptions in access to bank deposits and lending commitments due to bank failures, wars, conflicts and political tensions in certain regions have led to economic uncertainty and volatility globally. In addition, changes in trade policy, including existing and potential tariffs and other trade restrictions on vehicles, electronics and other components used in our hardware and the vehicles on which it is deployed, could increase our costs, disrupt our supply chain, or reduce demand for our technology and services. The effect of macroeconomic conditions may not be fully reflected in our results of operations until future periods. Moreover, negative macroeconomic conditions could adversely impact our ability to obtain financing in the future on terms acceptable to us, or at all. In addition, geopolitical instability and related sanctions could continue to have significant ramifications on global financial markets, including volatility in the United States. Our operating results could be materially impacted by these changes and other changes in the overall macroeconomic environment and other economic factors.
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Comparison of the Twelve Months Ended December 31, 2025 to the Twelve Months Ended December 31, 2024

Twelve Months Ended
December 31, $ Change % Change
(in millions, except for percentages) 2025 2024

Revenue
$ 3  $ —  $ 3  n/m (1)

Cost of revenue 17  —  17  n/m (1)

Research and development 745  676  69  10  %
Selling, general and administrative 142  110  32  29  %

Loss from operations (901) (786) (115) 15  %
Other income (expense):
Change in fair value of derivative liabilities 29  (24) 53  (221) %
Other income, net
56  62  (6) (10) %
Loss before income taxes (816) (748) (68) 9  %
Income tax expense
—  —  —  n/m (1)

Net loss $ (816) $ (748) $ (68) 9  %

(1) Not meaningful.
Revenue was $3 million in the twelve months ended December 31, 2025 due to the commercial launch of Aurora Driver for Freight in April 2025.
Cost of revenue was $17 million in the twelve months ended December 31, 2025 due to the commercial launch of Aurora Driver for Freight in April 2025. Non-cash stock based compensation in cost of revenue was not significant.
Research and development expenses increased by $69 million, or 10%, to $745 million in the twelve months ended December 31, 2025 from $676 million in the twelve months ended December 31, 2024, primarily driven by increases in non-cash stock-based compensation, hardware costs for development fleets, and personnel costs, partially offset by expenses recognized as cost of revenue due to commercial launch in April 2025 and personnel costs previously recognized in research and development now included in selling, general and administrative due to a realignment of resources. Research and development expenses included non-cash stock-based compensation of $153 million and $122 million in the twelve months ended December 31, 2025 and 2024, respectively.
Selling, general and administrative expenses increased by $32 million, or 29%, to $142 million in the twelve months ended December 31, 2025 from $110 million in the twelve months ended December 31, 2024 primarily driven by increases in personnel costs, non-cash stock based compensation, and personnel costs previously recognized in research and development now included in selling, general and administrative due to a realignment of resources. Selling, general and administrative expenses included non-cash stock-based compensation of $35 million and $22 million in the twelve months ended December 31, 2025 and 2024, respectively.
The change in fair value of derivative liabilities resulted in income of $29 million and expense of $24 million in the twelve months ended December 31, 2025 and 2024, respectively, primarily due to the change in the market price for the underlying instrument.
Other income, net decreased by $6 million, or 10%, to $56 million in the twelve months ended December 31, 2025, from $62 million in the twelve months ended December 31, 2024, primarily due to a decrease in interest income earned on cash equivalents and investments as a result of lower market rates.
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Comparison of the Twelve Months Ended December 31, 2024 to the Twelve Months Ended December 31, 2023

Twelve Months Ended
December 31, $ Change % Change
(in millions, except for percentages) 2024 2023

Operating expenses:

Research and development $ 676  $ 716  $ (40) (6) %
Selling, general and administrative 110  119  (9) (8) %

Total operating expenses 786  835  (49) (6) %
Loss from operations (786) (835) 49  (6) %
Other income (expense):
Change in fair value of derivative liabilities (24) (20) (4) 20  %
Other income, net 62  59  3  5  %
Loss before income taxes (748) (796) 48  (6) %
Income tax expense —  —  —  n/m (1)

Net loss $ (748) $ (796) $ 48  (6) %

(1) Not meaningful.
Operating expenses
Research and development expenses decreased by $40 million, or 6%, to $676 million in the twelve months ended December 31, 2024 from $716 million in the twelve months ended December 31, 2023, primarily driven by decreases in non-cash stock-based compensation, hardware costs for development fleets, and personnel costs. Research and development expenses included non-cash stock-based compensation of $122 million and $139 million in the twelve months ended December 31, 2024 and 2023, respectively.
Selling, general and administrative expenses decreased by $9 million, or 8%, to $110 million in the twelve months ended December 31, 2024 from $119 million in the twelve months ended December 31, 2023, primarily driven by decreases in insurance costs and other general and administrative costs. Selling, general and administrative expenses included non-cash stock-based compensation of $22 million and $21 million in the twelve months ended December 31, 2024 and 2023, respectively.
Other income (expense)
The change in fair value of derivative liabilities resulted in expense of $24 million and $20 million in the twelve months ended December 31, 2024 and 2023, respectively, primarily due to the change in the market price for the underlying instrument.
Other income, net increased by $3 million, or 5%, to $62 million in the twelve months ended December 31, 2024, from $59 million in the twelve months ended December 31, 2023, primarily due to an increase in interest income earned on cash equivalents and investments.

Liquidity and Capital Resources
As of December 31, 2025, our principal sources of liquidity were $221 million of cash and cash equivalents, $1,055 million of short-term investments, and $183 million of long-term investments, exclusive of restricted cash of $14 million. Cash and cash equivalents primarily consist of money market funds. Investments consist of primarily U.S. Treasury securities as well as corporate bonds and commercial paper.
We have incurred negative cash flows from operating activities and significant losses from operations in the past. We have only recently started to generate revenue and we expect to continue to incur operating losses requiring us to opportunistically raise additional capital to support continued development and commercialization. We believe our cash on hand and short-term investments will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of this Annual Report.
During the three months ended December 31, 2025, we offered and sold approximately 4 million shares of Class A common stock through the ATM Program at an average price of $4.42 per share, raising $15 million in equity capital and receiving net proceeds of $15 million after transaction costs.
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During the twelve months ended December 31, 2025, we offered and sold approximately 151 million shares of Class A common stock through the ATM Program at an average price of $5.96 per share, raising $898 million in equity capital and receiving net proceeds of $874 million after transaction costs.
Cash Flows
Cash flows for the periods were as follows (in millions):

Twelve Months Ended
December 31,
2025 2024 2023
Net cash used in operating activities $ (581) $ (611) $ (598)
Net cash (used in) provided by investing activities (245) (172) 8 
Net cash provided by financing activities 834  492  831 
Net (decrease) increase
8  (291) 241 
Cash, cash equivalents, and restricted cash at beginning of the period
227  518  277 
Cash, cash equivalents, and restricted cash at end of the period
$ 235  $ 227  $ 518 

Cash Flows Used in Operating Activities
Net cash used in operating activities decreased by $30 million in the twelve months ended December 31, 2025 from $611 million for the twelve months ended December 31, 2024 primarily due to the annual bonus being settled in equity in the current year partially offset by increased compensation and benefits.
Net cash used in operating activities increased by $13 million in the twelve months ended December 31, 2024 from $598 million for the twelve months ended December 31, 2023 primarily due to advanced payments for hardware materials for fleet builds partially offset by decreases in other operating expenditures.
Cash Flows (Used in) Provided by Investing Activities
Net cash used in investing activities increased by $73 million in the twelve months ended December 31, 2025 from $172 million of net cash used in the twelve months ended December 31, 2024, primarily due to increased purchases of investments net of maturities.
Net cash used in investing activities increased by $180 million in the twelve months ended December 31, 2024 from $8 million of net cash provided in the twelve months ended December 31, 2023, primarily due to the net purchases of short-term investments compared to net maturities in the comparative period.
Cash used for purchases of property and equipment were $31 million, $34 million and $15 million in the twelve months ended December 31, 2025, 2024 and 2023, respectively.
Cash Flows Provided by Financing Activities
Net cash provided by financing activities increased by $342 million in the twelve months ended December 31, 2025 from $492 million for the twelve months ended December 31, 2024 due to higher net proceeds received from equity fundraising and increased proceeds from the exercise of stock options partially offset by increased tax payments in connection with the net settlement of RSUs.
Net cash provided by financing activities decreased by $339 million in the twelve months ended December 31, 2024 from $831 million for the twelve months ended December 31, 2023 due to lower net proceeds received from equity fundraising.

Contractual Obligations, Commitments and Contingencies
Aurora may be party to various claims within the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. We assess the need to record a liability for litigation and other loss contingencies, with reserve estimates recorded if we determine that a loss related to the matter is both probable and reasonably estimable. No material losses were recorded in the twelve months ended December 31, 2025, 2024 and 2023.
The Company has non-cancelable future minimum payments as of December 31, 2025 of: $79 million for 2026 and $13 million for 2027. Commitments under operating lease contracts are detailed within Note 8 – Leases to our consolidated financial statements included elsewhere in this Annual Report.
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Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. Preparation of the financial statements requires our management to make judgments, estimates and assumptions that impact the reported amount of revenue and operating and other expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. Our significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report.
Acquisition Related Intangible Assets
Acquired intangible assets primarily consist of developed technology from the Company’s historical acquisitions. These assets were in-process research and development (“IPR&D”) until the assets were placed into service during the three months ended June 30, 2025. Acquired intangible assets are reviewed for impairment considerations whenever events or circumstances indicate that the carrying amounts may not be recoverable. If indicators of impairment exist, the Company calculates the value of the assets with significant estimates and assumptions utilized in the valuation of certain intangible assets include, but are not limited to, estimated replacement cost, profit margin, opportunity cost, useful lives, and discount rates. Estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
Valuation of Derivative Liabilities
The Company accounts for shares held by Reinvent Sponsor Y LLC (the “Sponsor”) not forfeited under the terms of the Merger Agreement and subject to price based vesting terms (the “Earnout Shares”) as derivative liabilities. The liability is measured at fair value on a recurring basis utilizing a Monte Carlo simulation analysis with any changes in fair value reflected in the statement of operations until the vesting conditions are met or the shares expire.
The Monte Carlo simulation analysis is dependent upon management estimates and assumptions, primarily related to expected volatility and risk-free interest rates. The expected volatility is determined based on our historical volatility as well as the historical equity volatility of comparable companies over a period that matches the expected term of the instrument. The risk-free interest rate is based on relevant U.S. treasury rates for a period that matches the expected term of the instrument.

Recently Adopted and Issued Accounting Pronouncements
See Note 2 – Summary of Significant Accounting Policies to the consolidated financial statements included elsewhere in this Annual Report for recently adopted accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a variety of market and other risks, including the effects of changes in interest rates, as well as risks to the availability of funding sources, hazard events, and specific asset risks.
Interest Rate Risk
Our results of operations are directly exposed to changes in interest rates, among other macroeconomic conditions. Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control.
We do not believe that an increase or decrease in interest rates of 100-basis points would have a material effect on our business, financial condition or results of operations.

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Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 )
57

Consolidated Balance Sheets
59

Consolidated Statements of Operations
60

Consolidated Statements of Comprehensive Loss
61

Consolidated Statements of Stockholders’ Equity
62

Consolidated Statements of Cash Flows
63

Notes to Consolidated Financial Statements
64

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Aurora Innovation, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Aurora Innovation, Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Research and Development Costs
As described in Note 2 to the consolidated financial statements, research and development costs are expensed as incurred, and consist primarily of personnel costs, hardware and electrical engineering prototyping, cloud computing, data labeling, and third-party development services. The Company’s research and development expense for the year ended December 31, 2025 was $745 million.
The principal consideration for our determination that performing procedures relating to research and development costs is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s research and development costs.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to research and development costs. These procedures also included, among others, (i) testing the accuracy and completeness of research and development costs on a sample basis, which included tracing relevant information to the underlying contract, purchase orders, invoices received, and information received from certain third-party service providers, where applicable, and (ii) developing an independent expectation of payroll expense based on headcount and salary information and comparing to payroll expenses recorded by management, and evaluating the classification of payroll expense to research and development costs.

/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 11, 2026

We have served as the Company’s auditor since 2023.
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Aurora Innovation, Inc.
Consolidated Balance Sheets
(in millions)

December 31,
2025 December 31,
2024
Assets

Current assets:

Cash and cash equivalents
$ 221   $ 211  
Short-term investments 1,055   1,012  
Other current assets
41   31  
Total current assets
1,317   1,254  
Property and equipment, net
103   104  
Operating lease right-of-use assets
85   120  
Acquisition related intangible assets, net
617   617  

Long-term investments
183   —  
Other assets 38   43  
Total assets
$ 2,343   $ 2,138  
Liabilities and Stockholders’ Equity

Current liabilities:

Operating lease liabilities, current
$ 11   $ 16  

Other current liabilities
100   89  
Total current liabilities
111   105  
Operating lease liabilities, long-term
73   105  
Derivative liabilities, long-term
15   48  
Other liabilities
4   5  
Total liabilities
203   263  
Commitments and contingencies
Stockholders’ equity:

Common stock - $ 0.00001 par value, 51,000 shares authorized,
             1,943 and 1,733 shares issued and outstanding, respectively
—   —  
Additional paid-in capital
7,312   6,232  
Accumulated other comprehensive income
2   1  
Accumulated deficit
( 5,174 ) ( 4,358 )
Total stockholders’ equity
2,140   1,875  
Total liabilities and stockholders’ equity
$ 2,343   $ 2,138  

See accompanying notes to the consolidated financial statements
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Aurora Innovation, Inc.
Consolidated Statements of Operations
(in millions, except per share data)

Twelve Months Ended
December 31,
2025 2024 2023

Revenue $ 3   $ —   $ —  

Cost of revenue 17   —   —  
Research and development
745   676   716  
Selling, general and administrative
142   110   119  

Loss from operations
( 901 ) ( 786 ) ( 835 )
Other income (expense):

Change in fair value of derivative liabilities 29   ( 24 ) ( 20 )
Other income, net
56   62   59  
Loss before income taxes
( 816 ) ( 748 ) ( 796 )
Income tax expense
—   —   —  
Net loss
$ ( 816 ) $ ( 748 ) $ ( 796 )

Basic and diluted net loss per share
$ ( 0.44 ) $ ( 0.46 ) $ ( 0.60 )
Basic and diluted weighted-average shares outstanding
1,839   1,618   1,327  

See accompanying notes to the consolidated financial statements
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Aurora Innovation, Inc.
Consolidated Statements of Comprehensive Loss
(in millions)

Twelve Months Ended
December 31,
2025 2024 2023
Net loss
$ ( 816 ) $ ( 748 ) $ ( 796 )
Other comprehensive income:

Unrealized income on investments
1   —   3  
Other comprehensive income
1   —   3  
Comprehensive loss
$ ( 815 ) $ ( 748 ) $ ( 793 )

See accompanying notes to the consolidated financial statements
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Aurora Innovation, Inc.
Consolidated Statements of Stockholders’ Equity
(in millions, except per share data)

Common stock Additional
paid-in capital
Accumulated
other
comprehensive
(loss) income
Accumulated
deficit Total
stockholders’
equity

Shares Amount
Balance as of December 31, 2022
1,166   $ —   $ 4,600   $ ( 2 ) $ ( 2,814 ) $ 1,784  

Equity issued under incentive compensation plans, net of shares withheld for employee taxes
57   —  6   —  —  6  
Issuance of common stock in private placement, net of issuance costs
222   —  584   —  —  584  
Issuance of common stock in public offering, net of issuance costs
84   —  244   —  —  244  

Stock-based compensation —  —  160   —  —  160  
Comprehensive income (loss)
—  —  —  3   ( 796 ) ( 793 )
Balance as of December 31, 2023
1,529   —   5,594   1   ( 3,610 ) 1,985  
Equity issued under incentive compensation plans, net of shares withheld for employee taxes
70   —  28   —  —  28  

Issuance of common stock in public offering, net of issuance costs
134   —  466   —  —  466  

Stock-based compensation
—  —  144   —  —  144  
Comprehensive loss
—  —  —  —  ( 748 ) ( 748 )
Balance as of December 31, 2024
1,733   —   6,232   1   ( 4,358 ) 1,875  
Equity issued under incentive compensation plans, net of shares withheld for employee taxes
59   —  18   —  —  18  

Issuance of common stock in at-the-market offering, net of issuance costs
151   —  874   —  —  874  
Stock-based compensation
—  —  188   —  —  188  
Comprehensive income (loss)
—  —  —  1   ( 816 ) ( 815 )
Balance as of December 31, 2025
1,943   $ —   $ 7,312   $ 2   $ ( 5,174 ) $ 2,140  

See accompanying notes to the consolidated financial statements
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Aurora Innovation, Inc.
Consolidated Statements of Cash Flows
(in millions)

Twelve Months Ended
December 31,
2025 2024 2023
Cash flows from operating activities

Net loss
$ ( 816 ) $ ( 748 ) $ ( 796 )
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization
30   21   21  
Reduction in the carrying amount of right-of-use assets
28   28   27  
Stock-based compensation
188   144   160  

Change in fair value of derivative liabilities ( 29 ) 24   20  

Accretion of discount on investments
( 11 ) ( 28 ) ( 28 )
Other operating activities —   ( 1 ) —  
Changes in operating assets and liabilities:

Other current and non-current assets
( 9 ) ( 22 ) 1  

Operating lease liabilities
( 29 ) ( 26 ) ( 25 )

Other current and non-current liabilities
67   ( 3 ) 22  
Net cash used in operating activities
( 581 ) ( 611 ) ( 598 )
Cash flows from investing activities

Purchases of property and equipment
( 31 ) ( 34 ) ( 15 )

Purchases of investments
( 1,452 ) ( 1,030 ) ( 1,297 )
Maturities and sales of investments 1,238   892   1,320  

Net cash (used in) provided by investing activities
( 245 ) ( 172 ) 8  
Cash flows from financing activities

Proceeds from issuance of common stock
916   497   840  

Payments for taxes on net settlement of equity incentive awards
( 79 ) ( 2 ) ( 7 )
Other financing activities
( 3 ) ( 3 ) ( 2 )
Net cash provided by financing activities
834   492   831  
Net increase (decrease) in cash, cash equivalents, and restricted cash
8   ( 291 ) 241  
Cash, cash equivalents, and restricted cash at beginning of the period
227   518   277  
Cash, cash equivalents, and restricted cash at end of the period
$ 235   $ 227   $ 518  

See accompanying notes to the consolidated financial statements
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Aurora Innovation, Inc.
Notes to the Consolidated Financial Statements

Note 1. Overview of the Organization
Aurora Innovation, Inc. (the “Company” or “Aurora”) is headquartered in Pittsburgh, Pennsylvania and its mission is to deliver the benefits of self-driving technology safely, quickly, and broadly. The Company has launched and continues to develop the Aurora Driver, an advanced and scalable suite of self-driving hardware, software and data services designed as a platform to adapt and interoperate amongst vehicle types and applications.

Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Intercompany balances and transactions between the Company and its controlled subsidiaries have been eliminated.
The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue on its transportation services as goods are transported from one location to another utilizing an over time model as the services are provided.
Revenues are presented net of tax when transactions are subject to taxes, such as sales tax, that are assessed by governmental authorities.
Incremental costs of obtaining a contract and costs to fulfill a contract are not material.
Cost of Revenue
Cost of revenue includes costs of the self-driving system hardware depreciation and maintenance expense, personnel costs, terminal related costs when required, insurance, telecommunications, and amortization of acquired intangibles. When services are provided using vehicles owned by the Company, cost of revenue also includes truck depreciation and maintenance expense, and fuel.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents are deposits and highly liquid investments that are readily convertible to known amounts of cash and are subject to insignificant risk of change including due to interest rate, quoted price, or penalty of withdrawal. U.S. Treasury securities with a maturity, when purchased, of 90 days or less are considered to be cash equivalents.
Restricted cash consists of funds that are contractually restricted as to usage or withdrawal, typically due to the Company’s operating lease agreements. Due to these restrictions, the Company has presented restricted cash separately from cash and cash equivalents on the balance sheet within other current assets and other assets on the consolidated balance sheet.
Short-term and Long-term Investments
The Company’s short-term and long-term investments in U.S. Treasury securities, commercial paper, and corporate bonds have been classified and accounted for as available-for-sale. The Company measures short-term and long-term investments at fair value on a recurring basis based on quoted market prices, and unrealized gains and losses, net of taxes, are included in other comprehensive loss. Upon sale, realized gains and losses are recognized in other income (expense), net on the statements of operations. No impairment losses have been recognized on short-term and long-term investments in the periods presented.
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Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, management uses a fair value hierarchy, which prioritizes the inputs used to measure fair value. The three levels of the fair value hierarchy are set forth below:
Level 1:      Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2:      Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities.
Level 3:     Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.
Our primary financial instruments include cash, cash equivalents, restricted cash, investments, accounts payable, accrued liabilities, and derivative liabilities. For the financial instruments not measured at fair value on a recurring basis, their estimated fair value approximates their carrying value due to the short-term maturities of these instruments.
Property and Equipment, Net
Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives, which is twenty years for buildings; the shorter of the lease term and the estimated useful life (up to seven years ) for leasehold improvements; and over three to five years for all other asset categories.
Leases
The Company determines whether a contract contains a lease at inception. The Company leases real estate and equipment which have been recognized as operating leases, except for those leases with a lease term of 12 months or less which are recognized as short-term leases and expensed on a straight-line basis.
Variable lease payments that do not depend on an index or rate are not included in the initial measurement of operating lease liabilities. Certain lease contracts include non-lease components, such as operations and maintenance. The Company combines and accounts for lease and these non-lease components as a single lease component. Certain real estate leases include one or more options to renew; the exercise of lease renewal options is at the Company’s discretion and is included in the lease term when it is determined that the options are reasonably certain to be exercised. The discount rates utilized to measure operating lease liabilities are generally based on estimates of the Company’s incremental borrowing rate, as the discount rates implicit in lease agreements cannot be readily determined.
Acquired Intangible Assets and Long-Lived Assets
Acquired intangible assets primarily consist of one asset class of developed technology from various business combinations. These assets were in-process research and development (“IPR&D”) until the assets were placed into service during the three months ended June 30, 2025. An estimated useful life of 10 years was assigned for the period over which the technology is expected to contribute to the future cash flows of the Company in commercial self-driving applications. These assets are amortized over the estimated useful life in proportion to the economic benefits received via revenue recognized. The acquired intangible assets had an aggregate carrying amount of $ 617 million as of December 31, 2025. Amortization for the year ended December 31, 2025 was not significant.
The Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization at each period end. Acquired intangible assets are subject to impairment considerations whenever events or circumstances indicate that the carrying amounts may not be recoverable. No impairment losses were recognized on acquired intangible assets during the periods presented.
Long-lived assets, such as property and equipment and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company performs impairment testing at the level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability is measured by comparing the carrying amounts to the expected future undiscounted cash flows attributable to the assets. If it is determined that an asset may not be recoverable, an impairment is recognized to the extent that the carrying amount exceeds its fair value. No material impairment losses were recognized on long-lived assets during the periods presented.
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Research and Development
Research and development costs are expensed as incurred, and consist primarily of personnel costs, hardware and electrical engineering prototyping, cloud computing, data labeling, and third-party development services. To date, the Company has not capitalized software development costs related to the continued development and commercialization of the Aurora Driver at scale due to the remaining planning, designing, coding and testing activities necessary for technology validation and safe autonomous operation.
Stock-based Compensation
The Company measures stock-based compensation using the fair value based method on the grant date. Restricted stock units (“RSUs”) are measured based on fair value of the Company’s publicly traded common stock, while stock options are measured using a Black-Scholes option pricing model with assumptions including expected term, risk-free interest rate, and expected volatility. Due to the Company’s limited historical stock option exercise experience as a public company, the expected term of stock options is determined utilizing the simplified method based on vesting and contractual terms. The expected volatility is determined based on our historical equity volatility as well as the historical volatility of comparable public companies over the expected term of the stock option. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.
Stock-based compensation for awards with only service conditions is recognized on a straight-line basis over the requisite service period, which is generally the vesting period, while awards with service and performance conditions is recognized on a graded-vesting basis over the requisite service period. The Company recognizes the effect of forfeitures in the period they occur.
Derivative Liabilities
The Company accounts for the public and private placement stock purchase warrants (collectively “the warrants”) as derivative liabilities . The liabilities are measured at fair value on a recurring basis with any changes in fair value reflected in the statement of operations until the warrants are exercised, redeemed, or expire.
On November 3, 2021, the Company consummated a business combination with Legacy Aurora and RTPY Merger Sub Inc. pursuant to an Agreement and Plan of Merger dated July 14, 2021 (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”). The Company accounts for shares held by Reinvent Sponsor Y LLC (the “Sponsor”) not forfeited under the terms of the Merger Agreement and subject to price based vesting terms (the “Earnout Shares”) as derivative liabilities . The liability is measured at fair value on a recurring basis with any changes in fair value reflected in the statement of operations until the vesting conditions are met or the shares expire.
Income Taxes
The Company accounts for income taxes using the asset-and-liability method. Deferred tax assets and liabilities are recognized based upon the temporary differences between the financial reporting and tax basis of assets and liabilities using enacted rates in effect for the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce the deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized.
The Company records uncertain tax positions on the basis of a two-step process in which: (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of technical merits of the position, and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the tax benefit as the largest amount that is cumulatively more likely than not to be realized upon ultimate settlement with the related tax authority.
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
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Certain Risks and Uncertainties
The Company’s operations are principally funded by available liquidity from cash, cash equivalents and short-term investments. Management expects to continue to incur operating losses and that the Company will need to opportunistically raise additional capital to support the continued development and commercialization of the Aurora Driver at scale. Management believes that cash on hand and short-term investments will be sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of these financial statements.
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and short-term investments. The Company primarily maintains its cash and cash equivalents at U.S. commercial banks, while its short-term investments primarily consist of U.S. Treasury securities. Cash and cash equivalents deposited with domestic commercial banks generally exceed the Federal Deposit Insurance Corporation insurable limit, though the Company has not experienced any credit losses on its deposits.
Recent Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. The updated standard is effective for the Company’s fiscal 2025 annual period. See Note 11. Income Taxes for the Company’s disclosures for this standard.
In November 2024, the FASB issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses, which requires annual and interim disclosure of disaggregated disclosures of certain costs and expenses on the income statement. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Amendments are applied on a prospective basis with retrospective application permitted. The Company is currently evaluating the impact of this guidance.
In September 2025, the FASB issued Accounting Standards Update 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which modernizes and simplifies the guidance for capitalizing costs related to internal-use software by removing the stage-based approach and aligning the disclosure requirements with those for other long-lived assets. The standard is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments may be applied prospectively or using a modified retrospective approach. The Company is currently evaluating the impact of this guidance.

Note 3. Revenue
The Company generates revenue by providing transportation services for customers from an origin to a destination of the shipment. The Company and its customers enter into transportation service agreements that establish the terms, including prices, under which orders to purchase transportation services may be placed. When an agreement includes enforceable terms and conditions over a specified period, it is considered a contract, as it establishes enforceable rights and obligations.
Substantially all of the Company’s contracts with its customers are for a single performance obligation of providing self-driving and other transportation services, with the transaction price determined on a per mile rate basis. The transaction price may be defined in a transportation services agreement or negotiated with the customer prior to accepting the shipment order.
The Company recognizes revenue on its transportation services as goods are transported from the origin to the destination utilizing an over time model as the services are provided. The Company has an unconditional right to consideration from the customer in an amount that corresponds directly with the value of its performance, and as such the Company recognizes revenue in the amount to which the Company has a right to invoice the customer, when applicable.
Invoices are generally due 30 days after the invoice date. Receivables are recorded for the unconditional right to consideration when the related performance obligations have been fully satisfied. There are no significant financing components in our customer contracts.
Revenues are presented net of tax when transactions are subject to taxes, such as sales tax, that are assessed by governmental authorities.
Incremental costs of obtaining a contract and costs to fulfill a contract are not material.
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Note 4. Cash, Cash Equivalents, Restricted Cash and Investments
Cash, cash equivalents and restricted cash were as follows (in millions):

As of
December 31,
2025 December 31,
2024
Cash and cash equivalents $ 221   $ 211  
Restricted cash, current (a)
1   1  
Restricted cash, long-term (b)
13   15  
Total cash, cash equivalents and restricted cash
$ 235   $ 227  

(a) Included in other current assets on the consolidated balance sheets
(b) Included in other assets on the consolidated balance sheets
The components of cash, cash equivalents, short-term investments, and long-term investments measured at fair value on a recurring basis were as follows (in millions):

As of
Fair value level December 31,
2025 December 31,
2024
Cash and cash equivalents:
Bank deposits Level 1 $ 1   $ 1  
Money market funds
Level 1 220   165  
U.S. Treasury securities
Level 2 —   40  
Commercial paper
Level 2 —   5  
Total cash and cash equivalents
$ 221   $ 211  
Short-term and long-term investments:

U.S. Treasury securities
Level 2 $ 766   $ 728  
Commercial paper
Level 2
39   132  
Corporate bonds and notes
Level 2 433   152  
Total short-term and long-term investments
$ 1,238   $ 1,012  

Available-for-sale debt securities classified as long-term investments mature after one year and through two years.
The amortized cost, unrealized gains, and fair value of available-for-sale debt securities were as follows (in millions):

As of December 31, 2025

Amortized cost Unrealized gains
Fair value
U.S. Treasury securities $ 765   $ 1   $ 766  
Commercial paper
39   —   39  
Corporate bonds and notes
433   —   433  
  Total short-term and long-term investments
$ 1,237   $ 1   $ 1,238  

As of December 31, 2024

Amortized cost Unrealized gains
Fair value
U.S. Treasury securities $ 727   $ 1   $ 728  
Commercial paper
132   —   132  
Corporate bonds and notes
152   —   152  
  Total short-term and long-term investments
$ 1,011   $ 1   $ 1,012  

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Note 5. Stockholders' Equity
Preferred Stock
The Company is authorized to issue 1,000 million shares of preferred stock with a par value of $ 0.00001 per share. There were no shares of preferred stock issued and outstanding at December 31, 2025 and December 31, 2024.
Common Stock
The Company is authorized to issue 51,000 million shares of common stock with a par value of $ 0.00001 per share; of which 50,000 million shares are designated Class A common stock and 1,000 million shares are designated Class B common stock. Class A common stockholders are entitled to one vote for each share and Class B common stockholders are entitled to ten votes for each share. Class A and Class B have identical liquidation and dividend rights. Class B shares are convertible into Class A upon election by the holder or upon transfer (except for certain permitted transfers).
The Company had 1,625 million and 1,383 million shares of Class A common stock issued and outstanding at December 31, 2025 and December 31, 2024, respectively. The Company had 318 million and 350 million shares of Class B common stock issued and outstanding at December 31, 2025 and December 31, 2024, respectively.
At-The-Market Offering
On February 14, 2025, the Company entered into a sales agreement with Cantor Fitzgerald & Co., TD Securities (USA) LLC, and Allen & Company LLC (the “Sales Agents”) pursuant to which the Company may offer and sell, from time to time and at its sole discretion, up to an aggregate amount of $ 500  million of the Company’s Class A common stock through the Sales Agents in an “at-the-market” offering (the “ATM Program”). On July 30, 2025, the Company increased the aggregate dollar amount of the Company’s Class A common stock that it may sell under the ATM Program to $ 1,421  million, of which $ 1,000  million remained available to be sold as of the date thereof.
During the three months ended December 31, 2025, the Company offered and sold approximately 4 million shares of Class A common stock through the ATM Program at an average price of $ 4.42 per share, for net proceeds of $ 15 million after transaction costs.
During the twelve months ended December 31, 2025, the Company offered and sold approximately 151 million shares of Class A common stock through the ATM Program at an average price of $ 5.96 per share, for net proceeds of $ 874 million after transaction costs.
Public Offerings
On August 2, 2024, the Company completed a public offering (the “2024 Public Offering”) of approximately 134  million shares of Class A common stock at a price of $ 3.60 per share, for proceeds of $ 466  million, net of transaction costs, including the full exercise of the underwriters’ over-allotment option.
On July 21, 2023, the Company completed a public offering (the “2023 Public Offering”) of approximately 73  million shares of Class A common stock at a price of $ 3.00 per share, for proceeds of $ 212  million, net of transaction costs. Following the 2023 Public Offering, on August 2, 2023, the Company issued an additional 11  million shares of Class A common stock in connection with the exercise of the underwriters’ over-allotment option for proceeds of $ 32  million, net of transaction costs.
Private Placement
On July 21, 2023, the Company completed a private placement (the “Private Placement”), in which the Company sold approximately 222  million shares of Class A common stock at a price of $ 2.70 per share, for proceeds to the Company of $ 584  million, net of transaction costs.

Note 6. Equity Incentive Plans
The Company has outstanding awards granted under four equity compensation plans: the 2021 Equity Incentive Plan (the “Plan”), the Legacy Aurora 2017 Equity Incentive Plan (the “2017 Plan”), the Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan (the “Blackmore Plan”), and the OURS Technology Inc 2017 Stock Incentive Plan (the “OURS Plan”). The Company assumed awards under the 2017 Plan, the Blackmore Plan and the OURS Plan to the extent such employees continued as employees of the Company.
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The Plan includes an annual increase in class A common shares available for issuance on the first day of each fiscal year beginning in fiscal 2022 and ending in fiscal 2031 equal to the lesser of (i) 121 million, (ii) 5 % of total shares outstanding on the last day of the preceding fiscal year, and (iii) a lesser number of shares determined by the Plans’ administrator. Any stock options, RSUs or other awards from the 2017 Plan, the Blackmore Plan, or the OURS Plan that, on or after the Closing Date, expire or otherwise terminate without having been exercised or issued in full are added to the Plan up to a maximum of 121 million shares. As of December 31, 2025, there were 262 million shares available for grant under the Plan.
Under the Plan, equity-based compensation in compensation arrangements including the annual bonus program may be granted in the form of RSUs, restricted stock awards, incentive stock options, nonqualified stock options, stock appreciation rights, and performance units to employees, officers, directors, consultants, and others.
In the second quarter of 2025, the Company paid its 2024 employee incentive compensation in the form of restricted stock units which were granted and vested during the second quarter of 2025. Upon issuance the Company recorded a $ 55  million reduction to Other current liabilities which had previously been reported in the Company’s December 31, 2024 Consolidated Balance Sheet.
Restricted Stock Units
RSUs granted under the Plan generally are subject to a time-based vesting requirement. Generally, the time-based vesting requirement is quarterly over one to four years starting on the vesting commencement date, with a one-year cliff vesting for new hire awards.
RSUs granted under the Plan and the 2017 Plan were as follows:

Twelve Months Ended December 31,
2025 2024 2023
RSUs granted (in millions) 67   41   63  
Weighted average grant date fair value $ 6.98   $ 2.56   $ 1.74  

RSU activity under the Plan and the 2017 Plan was as follows (in millions, except per share amounts):

Number of
shares Weighted-
average grant
date fair value
Unvested at December 31, 2024
76   $ 2.67  
Granted
67   6.98  
Vested ( 51 ) 4.20  
Forfeited
( 12 ) 3.96  
Unvested at December 31, 2025
80   $ 5.12  

The unrecognized stock-based compensation related to unvested RSUs was $ 380 million at December 31, 2025 and will be recognized over a weighted average period of 2.6 years. The fair value of RSUs as of their respective vesting dates was $ 325 million, $ 187 million and $ 118 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively.
Stock Options
The exercise price of stock options granted under the Plan and the 2017 Plan may not be less than 100 % of the fair value of the Company’s common stock on the date of the grant. Stock options generally vest over one to four years starting on the vesting commencement date and expire, if not exercised, 10 years from the date of grant or, if earlier, three months after the option holder ceases to be a service provider of the Company. Stock options outstanding under the Blackmore Plan and the OURS Plan are not material.
Stock options granted under the Plan and the 2017 Plan were as follows:
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Twelve Months Ended December 31,
2025 2024 2023
Stock options granted (in millions) 2   41   62  
Weighted average grant date fair value $ 6.48   $ 1.41   $ 0.97  
Weighted average grant date fair value assumptions:
Expected term
6.2 years 6.0 years 5.8 years
Risk-free interest rates
4.3   % 4.1   % 4.3   %

Expected volatility 88.8   % 53.1   % 55.0   %

Stock option activity under the Plan and the 2017 Plan was as follows (in millions, except per share amounts):

Number of
shares Weighted
average
exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value
Outstanding at December 31, 2024
117   $ 2.07  
Granted 2   8.47  
Exercised (a)
( 21 ) 1.96  
Forfeited
( 7 ) 2.34  

Outstanding at December 31, 2025
91   $ 2.21   6.7 $ 164  
Exercisable at December 31, 2025
62   $ 1.95   6.0 $ 123  

(a) The amount of cash received from exercised stock options was $ 42 million for the twelve months ended December 31, 2025
The unrecognized stock-based compensation related to unvested stock options was $ 44 million as of December 31, 2025 and will be recognized over a weighted average period of 1.9 years. The intrinsic value of stock options exercised was $ 97  million, $ 62  million and $ 20 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively.
Stock-based Compensation Expense
Stock-based compensation is allocated on a departmental basis, based on the classification of the option holder or grant recipient. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements and no material stock-based compensation has been capitalized as of December 31, 2025.
Total stock-based compensation expense by function was as follows (in millions):

Twelve Months Ended
December 31,
2025 2024 2023

Research and development
$ 153   $ 122   $ 139  
Selling, general, and administrative
35   22   21  
Total
$ 188   $ 144   $ 160  

Note 7. Derivative Liabilities
Common Stock Warrants
On the consummation of the Merger, 12 million public warrants for Class A common stock at an exercise price per share of $ 11.50 and 9 million private placement warrants held by the Sponsor with an exercise price per share of $ 11.50 converted into warrants of Aurora common stock. The public and private placement warrants that remain unexercised will expire on November 3, 2026.
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Public Warrants
Public warrants may be redeemed, in whole and not in part, when the last reported sales price of Class A common stock exceeds $ 10.00 or $ 18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the public warrant holders (the “Reference Value”).
If the Reference Value exceeds $ 18.00 per share, public warrants are redeemable at $ 0.01 per warrant upon not less than 30 days’ prior written notice of redemption to each warrant holder.
If the Reference Value exceeds $ 10.00 per share, public warrants are redeemable at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice provided that the holders will be able to exercise their public warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of Class A ordinary shares, which is defined as the volume-weighted average price of Class A ordinary shares for the 10 trading days following the date on which the notice of redemption is sent to the holders of public warrants. In no event will the public warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant.
Private Placement Warrants
Private placement warrants are not redeemable by the Company as long as they are held by a Sponsor or its permitted transferees. If the public warrants are redeemed by the Company when the Reference Value exceeds $ 18.00 per share, the Sponsor has agreed to exercise the private placement warrants for cash or on a cashless basis. If the public warrants are redeemed by the Company when the Reference Value equals or exceeds $ 10.00 per share, the private placement warrants are also concurrently called for redemption on the same terms as of the public warrants.
Earnout Share Liabilities
In connection with the Merger, the Sponsor was issued earnout shares which were recorded as derivative liabilities due to lock-up and price-based vesting conditions as follows:
• 2 million shares vest when it has been at least 2 years since the Merger and the volume weighted average price (“VWAP”) of the Company’s class A common stock equals or exceeds $ 15.00 for 20 trading days of any consecutive 30 trading day period;
• 2 million shares vest when it has been at least 3 years since the Merger and the VWAP equals or exceeds $ 17.50 for 20 trading days of any consecutive 30 trading day period; and,
• 2 million shares vest when it has been at least 4 years since the Merger and the VWAP equals or exceeds $ 20.00 for 20 trading days of any consecutive 30 trading day period.
No earnout shares subject to lock-up and price-based vesting have vested as of December 31, 2025. Earnout shares that remain unvested at November 3, 2031 are subject to forfeiture.
The components of derivative liabilities measured at fair value on a recurring basis were as follows (in millions):
As of
Fair value level December 31,
2025 December 31,
2024
Public warrants
Level 1 $ 2   $ 13  
Private placement warrants
Level 2 2   9  
Common stock warrants (a)
4   22  
Earnout share liabilities (b)
Level 3 15   26  
Total derivative liabilities
$ 19   $ 48  

(a) Included in other current liabilities as of December 31, 2025 and derivative liabilities, long term as of December 31, 2024 on the consolidated balance sheets
(b) Included in derivative liabilities, long term on the consolidated balance sheets
The public and private placement warrants are measured at fair value on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument. The private placement warrants were valued using observable inputs for similar publicly traded instruments. Public warrants outstanding were 12 million as of December 31, 2025 and December 31, 2024. Private placement warrants outstanding were 9 million as of December 31, 2025 and December 31, 2024.
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The earnout share liabilities are measured at fair value on a recurring basis utilizing a Monte Carlo simulation analysis. The expected volatility is determined based on our historical equity volatility as well as the historical equity volatility of comparable companies over a period that matches the expected term of the instrument. The risk-free interest rate is based on relevant U.S. treasury rates for a period that matches the expected term of the instrument. Earnout shares outstanding were 5 million as of December 31, 2025 and December 31, 2024.
The valuation inputs utilized in determining the earnout share liability were as follows:

As of
December 31,
2025 December 31,
2024
Risk-free interest rates
3.8   % 4.5   %
Expected term (in years)
5.8   6.8  

Expected volatility 81.0   % 64.0   %

The components of change in fair value of derivative liabilities were as follows (in millions):

Twelve Months Ended
December 31,
2025 2024 2023
Common stock warrants
$ 18   $ ( 12 ) $ ( 7 )
Earnout share liabilities
11   ( 12 ) ( 13 )
Change in fair value of derivative liabilities
$ 29   $ ( 24 ) $ ( 20 )

Note 8. Leases
The Company leases certain office facilities and warehouses under non-cancelable operating lease agreements that expire through 2035.
Rent expense under operating leases was $ 28 million, $ 28  million, and $ 27  million in the twelve months ended December 31, 2025, 2024 and 2023, respectively. Operating lease right-of-use assets obtained in exchange for lease liabilities were $ 3  million, $ 16  million, and $ 6  million in the twelve months ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the Company’s operating leases had a weighted average remaining lease term of 5.5 years and a weighted average discount rate of 7.5 %.
As of December 31, 2025, future maturities of lease liabilities were as follows (in millions):

Operating
leases

Year ending December 31,

2026 $ 24  
2027 21  
2028 19  
2029 19  
2030 12  
Thereafter
19  
Total lease payments
114  
Less: imputed interest ( 30 )
Total operating lease liabilities $ 84  

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Note 9. Balance Sheet Details
Property and Equipment, Net
The components of property and equipment, net were as follows (in millions):

As of
December 31,
2025 December 31,
2024
Land
$ 14   $ 14  
Buildings and leasehold improvements
79   97  
Equipment
35   26  
Vehicles
42   28  
Other
17   16  
187   181  
Less accumulated depreciation and amortization
( 84 ) ( 77 )
Total property and equipment, net
$ 103   $ 104  

Other Current Liabilities
The components of other current liabilities were as follows (in millions):

As of
December 31,
2025 December 31,
2024
Accrued compensation
$ 62   $ 61  
Other accrued expenses
38   28  
Total other current liabilities
$ 100   $ 89  

Note 10. Earnings Per Share
The Company computes earnings per share of common stock using the two-class method required for participating securities. The participating securities did not impact the computation of earnings per share in the periods presented as no dividends were declared and the participating securities are not contractually obligated to share in losses.
The Company has two classes of common stock with identical liquidation and dividend rights, Class A and Class B. The net loss is allocated in a proportionate basis to each class of common stock and results in the same net loss per share.
The following table presents the potential common stock outstanding excluded from the computation of diluted loss per share because including them would have had an antidilutive effect (in millions):

As of
December 31,
2025 December 31,
2024 December 31,
2023
RSUs
80 76 100
Stock options
91 117 105
Public warrants 12 12 12
Private placement warrants 9 9 9
Earnout shares liability 5 5 5
Total
197 219 231

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Note 11. Income Taxes
There is no current or deferred income tax expense or benefit for the years ended December 31, 2025, 2024, and 2023. Income taxes paid were not significant for the years ended December 31, 2025, 2024, and 2023.
The reconciliations of the effective tax rate from the federal statutory rate were as follows:

Twelve Months Ended
December 31,
2025 2024 2023
Amount
Percent
Amount
Percent
Amount
Percent

U.S federal statutory tax rate
$ ( 171 ) 21.0   % $ ( 157 ) 21.0   % $ ( 167 ) 21.0   %

Federal research and development credits
( 74 ) 9.1   ( 57 ) 7.6   ( 42 ) 5.3  
Nontaxable or nondeductible items

Stock-based compensation
( 30 ) 3.7   ( 15 ) 2.0   14   ( 1.8 )

Other
7   ( 0.9 ) 6   ( 0.8 ) 6   ( 0.8 )
Change in unrecognized tax benefits
15   ( 1.8 ) 11   ( 1.5 ) 8   ( 1.0 )
Change in federal valuation allowance
253   ( 31.1 ) 212   ( 28.3 ) 181   ( 22.7 )
Effective tax rate
$ —   —   % $ —   —   % $ —   —   %

The components of deferred tax assets and liabilities were as follows (in millions):

As of
December 31, 2025 December 31, 2024
Deferred tax assets:

Net operating losses
$ 724   $ 592  
Tax credits
249   178  
Stock-based compensation
6   5  
Capitalized R&D 386   312  
Lease liability
18   26  
Other
24   21  
Deferred tax assets, gross
1,407   1,134  
Valuation allowance
( 1,297 ) ( 1,037 )
Deferred tax assets, net of valuation allowance
110   97  
Deferred tax liabilities:

Depreciation and amortization
( 87 ) ( 67 )
Right of use asset
( 18 ) ( 25 )
Other
( 9 ) ( 9 )
Deferred tax liabilities
( 114 ) ( 101 )
Deferred tax liabilities, net
$ ( 4 ) $ ( 4 )

As of December 31, 2025, federal and state net operating losses were $ 2,688  million and $ 3,142  million, respectively. If not utilized, the federal and state net operating loss carryforwards will begin to expire starting in 2036 and 2029, respectively. Federal and similar state provisions limit the use of net operating losses and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. Certain acquired net operating losses and tax credits are subject to limitations.
As of December 31, 2025, federal research and development credits were $ 248 million, which will begin to expire in 2037 and state research and development credits were $ 63 million, which will begin to expire in 2032.
Assessing the realizability of deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. The Company has evaluated the criteria for realization of deferred tax assets and, as a result, has determined that certain deferred tax assets are not realizable.
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The components of changes in the valuation allowance were as follows (in millions):

Twelve Months Ended
December 31,
2025 2024 2023
Valuation allowance at beginning of period
$ 1,037   $ 726   $ 542  
Change in deferred tax asset positions
260   311   184  

Valuation allowance at end of period
$ 1,297   $ 1,037   $ 726  

The components of changes in unrecognized tax benefits were as follows (in millions):

Twelve Months Ended
December 31,
2025 2024 2023
Unrecognized tax benefits at beginning of period
$ 45   $ 31   $ 21  
Increases related to tax positions taken during a prior year
2   2   1  
Increases related to tax positions taken during the current year
15   12   9  

Unrecognized tax benefits at end of period
$ 62   $ 45   $ 31  

The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes. Amounts accrued for interest and penalties were not significant during the twelve months ended December 31, 2025, 2024 and 2023.
The Company files U.S. federal and state income tax returns. The Company is not currently under examination by income tax authorities in any jurisdiction. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating losses or credits.

Note 12. Commitments and Contingencies
Purchase Commitments
The Company has non-cancelable future minimum payments as of December 31, 2025 of (in millions):

Purchase
obligation
Year ending December 31,

2026 $ 79  
2027 13  
2028 —  
2029 —  
2030 —  
Thereafter —  
Total $ 92  

Contingencies
From time to time the Company may be party to various claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses the need to record a liability for litigation and loss contingencies. Reserve estimates are recorded when and if it is determined that a loss related to certain matters is both probable and reasonably estimable. No material loss contingencies were recorded in the twelve months ended December 31, 2025, 2024, and 2023.

Note 13. Segment
The Company has one reportable segment managed on a consolidated basis by the Chief Executive Officer (CEO) who is the chief operating decision maker (“CODM”). In identifying one reportable segment, the Company considered the basis of organization for the continued development of the Aurora Driver, an advanced and scalable suite of self-driving hardware, software and data services designed as a platform to adapt and interoperate amongst vehicle types and applications.
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The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance and decides how to allocate resources based on net loss that is also reported on the income statement as consolidated net loss. The measure of segment assets is reported on the balance sheet as consolidated total assets.
The CODM allocates resources and evaluates performance based on net loss, which is the Company’s measure of segment profit or loss. The CODM considers budget to actual and year-over-year variances for net loss when making decisions about how to utilize the company’s resources.
In the second quarter of 2025, our CODM began to regularly review revenue and cost of revenue as a result of the successful launch of the Aurora Driver for Freight product.
Beginning in the second quarter of 2025, cost of revenue and other operating expenses now include depreciation and amortization which was previously reported in other segment items. The table below has been updated to reflect these changes.
The components of segment profit or loss were as follows (in millions):

Twelve Months Ended
December 31,
2025 2024 2023

Revenue
$ 3   $ —   $ —  
Less:

Cost of revenue
17   —   —  
Personnel expenses 443   423   428  
Other operating expenses 256   219   247  
Other segment items (a)
103   106   121  
Net loss $ ( 816 ) $ ( 748 ) $ ( 796 )

(a) Other segment items include stock-based compensation expense, change in fair value of derivative liabilities, and other income (expense), net

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.
None.
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Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that our internal controls over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2025 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Item 9B. Other Information.
Securities Trading Plans of Directors and Executive Officers
On November 26, 2025 , Chris Urmson , Chief Executive Officer of the Company, terminated a Rule 10b5-1 trading plan adopted on March 11, 2025 (the "Terminated Plan"). No sales have been triggered under the Terminated Plan as of the termination date. On December 11, 2025 , Mr. Urmson adopted a new Rule 10b5-1 trading plan providing for the sale from time to time of an aggregate of up to 5.0  million shares of our Class A common stock, i.e., the number of shares of Class A common stock that was not sold pursuant to the Terminated Plan. The new trading arrangement is intended to be a continuation of the Terminated Plan, with the first trade under the new plan to occur as early as May 26, 2026 and to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the new trading arrangement is until May 26, 2027 , or earlier if all transactions under the trading arrangement are completed. Immediately prior to entering into this plan, Mr. Urmson was the beneficial owner of a total of 146,587,491 derivative and non-derivative securities (the "Original Holdings"), consisting of 140,831,739 shares of Class B common stock and 5,755,752 shares of Class A common stock. In the event that the maximum number of shares covered by the trading plan are sold, he will continue to beneficially own approximately 97% of the Original Holdings.
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On December 31, 2025 , Shelley Webb , our Chief Legal Officer , entered into a Rule 10b5-1 trading plan that provides for the sale of up to approximately 34% of the net shares vested during the five vesting events between November 2025 and November 2026 pursuant to Ms. Webb's outstanding equity award. The plan will terminate on December 31, 2026 , subject to early termination for certain specified events set forth in the plan.
During our last fiscal quarter, no other director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III

Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item will be provided in the definitive proxy statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”) no later than 120 days after December 31, 2025. The information set forth in the Proxy Statement is incorporated herein by reference.

Item 11. Executive Compensation.
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2025. The information set forth in the Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2025. The information set forth in the Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2025. The information set forth in the Proxy Statement is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services.
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2025. The information set forth in the Proxy Statement is incorporated herein by reference.
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PART IV

Item 15. Exhibit and Financial Statement Schedules.
(a)     Documents filed as part of this report are as follows:
(1) All Financial Statements: Refer to the “Index to Consolidated Financial Statements” included under Part II, Item 8 of this Form 10-K.
(2) Financial Statement Schedules: All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included under Part II, Item 8 of this Form 10-K.
(3) Exhibits: The documents listed below are incorporated by reference or are filed with this report, in each case as indicated therein.

Incorporated by reference Filed or Furnished Herewith
Exhibit No. Description Form File No. Exhibit No. Filing Date
2.1† Agreement and Plan of Merger, dated as of July 14, 2021, by and among Reinvent Technology Partners Y, RTPY Merger Sub Inc., and Aurora Innovation, Inc.
8-K 001-40216 2.1 July 15, 2021
2.2† Plan of Domestication, dated as of September 28, 2021
S-4/A 333-257912 2.2 September 29, 2021
2.3† Stock Purchase and Agreement and Plan of Merger, dated as of January 19, 2021, by and between Aurora Innovation, Inc., Avian U Merger Holdco Corp., Avian U Merger Sub Corp., Avian U Merger Sub LLC, Blocker U Merger Sub LLC, SVF Yellow (USA) Corporation, Apparate USA LLC and Uber Technologies, Inc.
S-4/A 333-257912 2.3 September 29, 2021
3.1 Certificate of Incorporation of the Company, as amended

10-Q 001-40216 3.1 July 31, 2024
3.2 Amended and Restated Bylaws of the Company
8-K 001-40216 3.1 November 3, 2023
4.1 Specimen Class A Common Stock Certificate
8-K 001-40216 4.1 November 4, 2021
4.2 Specimen Warrant Certificate (included in Exhibit 4.3)
8-K 001-40216 4.1 March 18, 2021
4.3 Warrant Agreement, dated as of March 15, 2021, by and between Reinvent Technology Partners Y and Continental Stock Transfer & Trust Company, as warrant agent
8-K 001-40216 4.1 March 18, 2021
4.4 Amendment of Warrant Agreement, dated as of February 28, 2022, by and among Aurora Innovation, Inc., Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company
10-K 001-40216 4.4 March 11, 2022
4.5 Description of Capital Stock
X
10.1 Sponsor Support Agreement, dated as of July 14, 2021, by and among the Sponsor Holdco, the Sponsor Parties, the Sponsor Independent Directors, Reinvent Technology Partners Y, and Aurora Innovation, Inc.
8‑K 001-40216 10.2 July 15, 2021

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Incorporated by reference Filed or Furnished Herewith
Exhibit No. Description Form File No. Exhibit No. Filing Date Filed or Furnished Herewith
10.2 Sponsor Agreement, dated as of July 14, 2021, between Sponsor, Reinvent Technology Partners Y, and Aurora Innovation, Inc.
8‑K 001-40216 10.3 July 15, 2021
10.3 Form of Company Holders Support Agreement (Voting and Support Agreement)
8‑K 001-40216 10.4 July 15, 2021
10.4 Form of PIPE Subscription Agreement (Subscription Agreement)
8‑K 001-40216 10.1 July 15, 2021
10.5 Amended and Restated Registration Rights Agreement, dated as of November 3, 2021, by and among Aurora Innovation, Inc. and the other parties thereto
8‑K 001-40216 10.4 November 4, 2021
10.6 Letter Agreement, dated as of March 15, 2021, by and among Reinvent Technology Partners Y, Reinvent Sponsor Y LLC and the other parties thereto
8-K 001-40216 10.1 March 18, 2021
10.7# Employee Incentive Compensation Plan
S‑4/A 333-257912 10.22 September 29, 2021
10.8# OURS Technology, Inc. 2017 Stock Incentive Plan
S‑4/A 333-257912 10.23 September 29, 2021
10.9# Aurora Innovation, Inc. 2021 Equity Incentive Plan, as amended and restated on May 26, 2023
S-8 333-272272 99.1 May 30, 2023
10.10# Aurora Innovation, Inc. 2017 Equity Incentive Plan
S-4/A 333-257912 10.21 September 29, 2021
10.11# Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan
S-4/A 333-257912 10.24 September 29, 2021
10.12# Aurora Innovation, Inc. form of Indemnification Agreement
S-4/A 333-257912 10.19 September 29, 2021
10.13# Outside Director Compensation Policy, as amended on July 14, 2025
10-Q
001-40216 10.1
July 30, 2025
10.14# Confirmatory Employment Letter between the Registrant and Chris Urmson, dated March 15, 2022
8-K 001-40216 10.1 March 17, 2022
10.15# Confirmatory Employment Letter between the Registrant and Nolan Shenai, dated December 13, 2022
10-K 001-40216 10.18 February 21, 2023
10.16# Employment Letter between the Registrant and Ossa F. Fisher, dated December 29, 2022
8-K 001-40216 10.1 January 30, 2023
10.17# Form of Stock Option Agreement under the Aurora Innovation, Inc. 2021 Equity Incentive Plan
8-K 001-40216 10.12 November 4, 2021
10.18# Form of Restricted Stock Unit Agreement under the Aurora Innovation, Inc. 2021 Equity Incentive Plan
8-K 001-40216 10.12 November 4, 2021
10.19# Employment Letter between the Registrant and David Maday, dated June 5, 2023
10-Q 001-40216 10.2 August 3, 2023
10.20# Amendment to Stock Option Agreement entered into between Aurora Innovation, Inc. and David Maday
8-K 001-40216 10.1 June 15, 2023
10.21# Aurora Innovation, Inc. Change in Control and Severance Policy
8-K 001-40216 10.1 August 18, 2023
10.22# Form of Addendum to Stock Option Agreement for Executive Officers under the Aurora Innovation, Inc. 2021 Equity Incentive Plan
10-K 001-40216 10.31 February 15, 2024
10.23# Employment Letter between the Registrant and Shelley Webb, dated January 30, 2025
10-K
001-40216
10.30
February 14, 2025

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Incorporated by reference Filed or Furnished Herewith
Exhibit No. Description Form File No. Exhibit No. Filing Date Filed or Furnished Herewith
10.24† Amended and Restated Strategic Partnership Agreement, dated September 27, 2023, by and among the Registrant and Aurora Operations, Inc., and Continental Automotive Technologies GmbH and Continental Autonomous Mobility Germany GmbH
10-Q 001-40216 10.2 November 2, 2023
10.25 Form of Common Stock Purchase Agreement, dated July 18, 2023, by and among the Registrant and the Purchasers
8-K 001-40216 10.1 July 19, 2023
10.26 Form of Registration Rights Agreement, dated July 18, 2023, by and among the Registrant and the Purchasers
8-K 001-40216 10.2 July 19, 2023
10.27 Sales Agreement, dated as of February 14, 2025, by and among Aurora Innovation, Inc., Cantor Fitzgerald & Co., TD Securities (USA) LLC and Allen & Company LLC
10-K
001-40216
10.31
February 14, 2025

10.28† Amendment No. 3 to the Amended and Restated Strategic Partnership Agreement, dated August 30, 2023, by and among the Registrant and Aurora Operations, Inc., and AUMOVIO Germany GmbH and AUMOVIO Autonomous Mobility Germany GmbH
X

19.1 Aurora Innovation, Inc. Insider Trading Policy as amended on May 1, 2025
X
21.1 List of Subsidiaries
X
23.1 Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers)
X
24.1 Power of Attorney (included in the signature page to this Annual Report on Form 10-K)
X
31.1 Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer
X
31.2 Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer
X
32.1* Section 1350 Certification of Principal Executive Officer
X
32.2* Section 1350 Certification of Principal Financial Officer
X
97.1 Compensation Recovery Policy
10-K 001-40216 97.1 February 15, 2024
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

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†    Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S‑K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
#    Indicates management contract or compensatory plan or arrangement.
*    The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Aurora Innovation, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 11, 2026 Aurora Innovation, Inc.

By: /s/ Chris Urmson
Name: Chris Urmson
Title: Chairman and Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Urmson and David Maday, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated:

Name Title Date

/s/ Chris Urmson Chairman and Chief Executive Officer February 11, 2026
Chris Urmson (Principal Executive Officer)

/s/ David Maday Chief Financial Officer February 11, 2026
David Maday
(Principal Financial and Accounting Officer)

/s/ John Donahoe
Director February 11, 2026
John Donahoe

/s/ Brittany Bagley Director February 11, 2026
Brittany Bagley

/s/ Gloria Boyland
Director February 11, 2026
Gloria Boyland

/s/ Reid Hoffman Director February 11, 2026
Reid Hoffman

/s/ Claire D'Oyly-Hughes Johnson
Director February 11, 2026
Claire D'Oyly-Hughes Johnson

/s/ Shailen Bhatt
Director February 11, 2026
Shailen Bhatt

/s/ Michelangelo Volpi Director February 11, 2026
Michelangelo Volpi

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