AUR 10-K & 10-Q changes, risk factors and insider trading

Investing in our securities involves a high degree of risk. You should carefully consider the following risks, together with all of the other information contained in this Annual Report on Form 10-K, before making an investment decision. Our business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks or uncertainties, as well as by risks or uncertainties not currently known to us, or that we do not currently believe are material. In that case, the trading price of our Class A common stock could decline, and you may lose all or part of your investment. Unless the context otherwise requires, all references in this section to the “Company,” “Aurora,” “we,” “us,” or “our” refer to the business of Aurora Innovation Holdings, Inc. and its subsidiaries prior to the consummation of the Merger, and to Aurora Innovation, Inc. and its subsidiaries after the completion of the Merger.subsidiaries.

•We have incurred net losses since our inception, and we expect to incur significant expenses and continuingmay lossesnot forbe theable foreseeableto future.achieve, or maintain profitability.

•It is possible that our technology will have more limited performance or technology developmentdevelopment, and commercializationas a result commercial scalability and profitability may take us longer to complete than is currently projected.

•We may require significantly more capital investment to run our business than previouslycurrently expected.

•Our future capital needs may require us to sell additional equity or debt securities that may dilute or subordinate our stockholders.

•Our operating and financial results projections that were previously provided rely in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual results of operations may be materially different from our projections and our estimates of certain financial metrics may prove inaccurate.

•Our future insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive.

•We are dependent on others for the supply of vehicles, and are also dependent on our suppliers, some of which are single or limited source suppliers (including one partnersuppliers, for the production, provision, and/or full lifecycle support of theour current and future generationgenerations of ourthe Aurora Driver hardware system), and these suppliers may not produce and deliver necessary and industrialized components at prices and volumes and on terms acceptable to us.systems.

We have incurred net losses since our inception, and we expect to incur significant expenses and continuingmay lossesnot forbe theable foreseeableto future.achieve, or maintain, profitability.

The market for self-driving technology is highly competitive and can be easily influenced by rapid technological change. Our future success will depend on our ability to develop and commercialize in a sufficiently timely manner in order to maintain competitiveness. Several companies, including, but not limited to, Waymo, Tesla, Zoox/Amazon, Motional, Torc Robotics, Kodiak Robotics, PlusAI, Waabi, Stack AV and Intel Mobileye are investing heavily in building this technology. These companies compete with us directly by offering self-driving technology for the same or similar use cases. If our competitors, including those previously mentioned, broadly commercialize their technology before we do, develop superior technology, or are perceived to have better technology, they may capture market opportunities and establish relationships with customers and partners that might otherwise have been available to us.

MaterialIn commercializationaddition, of self-driving technology first involves pilot deployments, which we and other competitors are currently performing. Competitors may initiate similar deployments in various different use cases and/or geographies earlier than we will or may perform better than we do in such deployments. Severalseveral of these competitors have substantially greater financial, marketing, R&D, and other resources. In the event that one or many of these competitors broadly commercializes their technology before we do, our business prospects and financial performance would be adversely impacted.

Our business plan envisions a two-phase process for ownership and operation of Aurora Driver-powered self-driving vehicles. Early in our commercialization, we intend to own or lease and operate aan limitedinitial fleet and will invest in self-driving system hardware, base vehicles, and commercial facilities (such as freight terminals). We believe this firsthand experience will help us to harden our operational processes, improve service level agreements,levels, and enable a more effective transition to working with external partners on operational activities. After this initial period of Aurora ownership and operation, we expect to transition to a Driver as a Service business model. Under this model, one or more third-party partners would own and operate Aurora Driver-powered vehicles and would also manage activities such as financing, maintenance, cleaning, and fleet facilities.

Our business plans require a significant amount of capital.capital, Inand addition,if we cannot obtain additional financing when needed on acceptable terms, or at all, our futurebusiness, capitalfinancial needscondition mayand requireresults usof tooperations sellcould additionalbe equityadversely or debt securities that may dilute our stockholders.affected.

The fact that we have a limited operating history means we have limited historical data on the demand for our products and services. As a result, our future capital requirements are uncertain and actual capital requirements may be different from those we currently anticipate. We expect to continue investing in research and development to improve our self-driving technology. Beyond the net proceeds raised in the 2024ATM Public OfferingProgram (as defined below), we expect we will need to seek equity or debt financing to fund a portion of our future expenditures. Such financing might not be available to us in a timely manner, on terms that are acceptable, or at all.

We are spending significant amounts to develop our business and have estimated how much cash we will need on a quarterly basis until we raise additional funds or achieve positive cash flow positive.flow. These estimates are based on our current operating plan and are subject to significant uncertainties and contingencies, many of which are beyond our control. Our estimates regarding our cash expenditures may prove inaccurate, causing the actual amount to differ from our estimates. In particular, weachieving will continue to incur operating and net losses each quarter until at least the time we begin commercial operation of our self-driving technology, whichprofitability may take longer than we currently expect or may never occur. We may also find that our business operations are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our cash needs and losses. If our cash expenditures are higher than expected, we may need to raise capital sooner than expected or change our operating plans and timelines. There can be no assurance that we will be able to raise additional capital on acceptable terms or at all.

A significant natural disaster, such as an earthquake, fire, flood, hurricane or significant power outage or other similar events, such as infectious disease outbreaks or pandemic events (such as the outbreak of the COVID-19 pandemic),events, could materially and adversely affect our business, financial condition and results of operations. We have several offices located in the San Francisco Bay Area, a region known for seismic activity. In addition, natural disasters, acts of terrorism or war, including the ongoing geopolitical tensions related to Russia’s actions in Ukraine and the conflicts in the Middle East, could cause disruptions in our remaining operations, our or our partners’ businesses, our suppliers’ or the economy as a whole. We also rely on information technology systems to communicate among our workforce and with third parties. Any disruption to our communications, whether caused by a natural disaster or by man-made problems, such as power disruptions, could adversely affect our business. We do not have a formal disaster recovery plan or policy in place and do not currently require that our partners have such plans or policies in place. To the extent that any such disruptions result in development or commercialization delays or impede our partners’ and suppliers’ ability to timely deliver product components, or the deployment of our products, this could materially and adversely affect our business, financial condition and results of operations.

We are at risk for interruptions, outages and breaches of, and cyber events and other incidents impacting: operational systems, including business, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers; facility security systems, owned by us or our third-party vendors or suppliers; in-product technology owned by us or our third-party vendors or suppliers; our integrated software; or confidential, proprietary, and other data, including partners’ or end-customers’ or driver data, that we process or our third-party vendors or suppliers process on our behalf. Such cyber incidents could materially disrupt operational systems; result in loss of trade secrets or other proprietary or competitively sensitive information, technology or materials; compromise certain information of partners, end-customers, employees, suppliers, drivers or others, and lead to the loss or unavailability of, unauthorized access or damage to, or inappropriate access to, or use, disclosure or otherwise processing of, confidential information and other data we maintain or otherwise process or that is maintained or otherwise processed on our behalf; jeopardize the security of our facilities; or affect the performance of in-product technology. A cyber incident could be caused by software bugs and other technical errors, disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, distributed denial of service attacks, fraud, trickery or other forms of deception. The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time, and we have faced, and may in the future face difficulties and delays in identifying, responding to, and otherwise addressing security breaches and incidents. Geopolitical events suchhave as Russia’s actions in Ukraineincreased and the conflictsmay in the Middle East mayfuture increase our and our service providers’ risks of cyber-attacks. Since the COVID-19 pandemic, more of our service providers’ personnel are working remotely, which increases the risks of cyber-attacks, security breaches and incidents. Although we maintain and continue to develop information technology measures designed to protect us against intellectual property, technology, and materials theft, data breaches and other cyber incidents, including a formal incident response plan, such measures will require updates and improvements, and we cannot guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents. The implementation, maintenance, segregation and improvement of these systems requires significant management time, support and cost. Moreover, there are inherent risks associated with developing, improving, expanding and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect our ability to manage our data and inventory, procure parts or supplies or produce, sell, deliver and service our solutions, adequately protect our intellectual property rights and proprietary or competitively sensitive information, technology or materials, or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. Further, we utilize reputable third-party service providers or vendors for storage and hosting of a substantial portion of our data and source code. We cannot be sure that the systems upon which we rely, including those of our third-party vendors or suppliers, are or will be effectively implemented, maintained or expanded as planned, and our third-party vendors or suppliers also have experienced, and may alsoin the future experience cyber incidents caused by software bugs and other technical errors, disasters, insiders, or malicious third parties. If we, or third parties on which we rely, do not successfully implement, maintain or expand systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results. Moreover, our intellectual property rights and proprietary or competitively sensitive information, technology or materials could be compromised or misappropriated, and our reputation may be adversely affected. If these systems do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

We mayare alsoat berisk affected byof cyber-attacks and other security breaches or incidents, including other means of gaining unauthorized access to our technology, systems, and data. For instance, cyber criminals, insiders or unauthorized third parties may target us or third parties with which we have business relationships to obtain data, or in a manner that disrupts our operations or compromises our products or the systems into which our products are integrated. Geopolitical conflicts and tensions have increased and may alsoin the future increase our risks from cyber-attacks, security breaches or incidents.

Our future insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive.

We may be subject, in the ordinary course of business, to losses resulting from automobile liability, product liability, accidents, acts of God, and other claims against us, for which we may have no or limited insurance coverage. Further, because we operate in a new and thus inherently risky industry, insurance policies may not be available to us on terms and rates that are acceptable to us or at all. In addition, as a general matter, the policies that we do have may include significant deductibles or self-insured retentions, and we cannot be certain that our future insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which could materially and adversely affect our business, financial condition and results of operations. Further, actions or inactions of others in our industry, through no fault of our own, may materially increase the cost of insurance and/or materially decrease the coverages available to us on commercially reasonable terms.

In recent years, the United States and global economies suffered dramatic downturns, a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, financial distress caused by recent or potential bank failures and the associated banking crisis, ratings downgrades of certain investments and declining valuations of others. The United States and certain foreign governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets. Over the past year, the United States, the EU, and the U.K. have experienced historically high levels of inflation. In response to high levels of inflation and recession fears, the U.S. Federal Reserve, the European Central Bank, and the Bank of England have raised interest rates and implemented fiscal policy interventions in recent periods. These interventions may lower inflation; however, they may also reduce economic growth rates, create a recession, and have broad macroeconomic implications. If the actions taken by thesecertain governments and monetary authorities in response to continuing and future extreme market and economic conditions are not successful, the return of adverse economic conditions may negatively impact the demand for our technology and may negatively impact our ability to raise capital, if needed, on a timely basis and on acceptable terms or at all.

As previously noted above, we are and will be generally subject to tax laws, regulations, and policies of several taxing jurisdictions. In addition, potential changes in tax laws, as well as other factors, could cause us to experience fluctuations in our future tax obligations and effective tax rates and otherwise adversely affect our future tax positions and/or our future tax liabilities. For example, in August of 2022 the United States enacted a 1% excise tax on stock buybacks and a 15% alternative minimum tax on adjusted financial statement income as part of the Inflation Reduction Act of 2022. Further, many countries, and organizations such as the Organization for Economic Cooperation and Development have proposed implementing changes to existing tax laws, including a proposed 15% global minimum tax. Any of these developments or changes in U.S. federal, state, or international tax laws or tax rulings could adversely affect our future effective tax rate and our operating results. There can be no assurance that our future effective tax rates or tax payments will not be adversely affected by these or other developments or changes in law.

Partners and end-customers may be less likely to purchase our products if they are not convinced that our business will succeed or that our service, technology, and other operations will continue in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us or to continue supplying components or services to us on acceptable terms if they are not convinced that our business will succeed. Accordingly, in order to build and maintain our business, we must maintain confidence among partners, end-customers, suppliers, analysts, ratings agencies and other parties in our products, long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as our limited operating history, end-customer unfamiliarity with our technology, any delays in scaling production, delivery and service operations to meet demand, competition and uncertainty regarding the future of self-driving vehicles or our other services compared with market expectations.

We are dependent on others for the supply of vehicles, and are also dependent on our suppliers, some of which are single or limited source suppliers (including one partnersuppliers, for the production, provision, and/or full lifecycle support of the current and future generationgenerations of our Aurora Driver hardware system), and the inability of our supplier(s) to produce and deliver necessary and industrialized components at prices and volumes and on terms acceptable to us could materially and adversely affect our business, prospects, financial condition and results of operations.system.

On April 26, 2023, we entered into the Strategic Partnership Agreement with Continental, now AUMOVIO, which was amended and restated on September 27, 2023. Pursuant to the Strategic Partnership Agreement, AUMOVIO will, as our “Hardware-as-a-Service” partner, develop the necessary hardware, firmware, fallback system integration, and related services to allow for the integration of the Aurora Driver into production vehicles at OEMs. The Strategic Partnership Agreement provides that we will pay AUMOVIO on a per-mile basis for vehicles operated by the Aurora Driver using the future generation of our Aurora Driver hardware system. The term of the Strategic Partnership Agreement continues until March 31, 2031. Pursuant to the Strategic Partnership Agreement, Aurora and AUMOVIO are each subject to defined and limited exclusivity periods, subject to various exclusions and early termination triggers. If the services contemplated by the agreement with ContinentalAUMOVIO are not performed, including by reason of termination of the agreement, or if ContinentalAUMOVIO becomes insolvent, ceases or significantly reduces its operations or experiences financial distress, or if any environmental, economic or other outside factors impact their operations, our ability to procure the necessary hardware, firmware, fallback system integration, and related services may be impaired, and we may not be able to obtain, or may face increased costs related to, such hardware, firmware, and services. If we lose ContinentalAUMOVIO as a partner, or if the terms of the Strategic Partnership Agreement are ineffective at incentivizing performance for any reason, there could be an adverse effect on our business, financial condition, results of operations and prospects. While we believe that the Strategic Partnership Agreement contains provisions that adequately disincentivize non-performance by the parties, and while even in the event of non-performance we believe we may be able to establish alternate supply relationships and can obtain or engineer replacement components, we may be unable to do so in the short term (or at all) at prices or quality levels and/or on terms that are favorable to us and we may experience significant delays while re-engineering our system to accept any replacement parts.

While we plan to obtain components from multiple sources whenever it is desirable and permissible under the Strategic Partnership Agreement, in addition to Continental,AUMOVIO, as it relates to the Aurora Driver, some of the other components used in our hardware and technology will be purchased from single suppliers. We refer to these component suppliers as our single source suppliers. These components are susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt our supply chain and could delay commercialization of our products to users. For example, the Aurora Driver relies on single source suppliers for several components including GPU microchips which we use for artificial intelligence / machine learning inference,learning, lidars, vehicle electronic control units, and automotive radar sensors. Supply of these components world-wide may be adversely affected by the business disruptions as well as industry consolidation and geopolitical conditions such as international trade wars like the U.S. trade war with China, Russia’s actions in Ukraine, the conflicts in the Middle Eastrestrictions and othertariffs, hostilitiesas inwell theas Middlewars, Eastconflicts, and increased political tensions in Russia,certain Europe or Asia.regions. Such shortages, increased component lead times, reduced allocations of components and decommitments of orders have resulted in and may continue to result in increased component prices, fewer sourcing options, unpredictability of supply, prolonged manufacturing disruptions and increased product lead times. Any of these risks could materially and adversely affect our business, prospects, financial condition, and results of operations.

Our business model relies on outsourced manufacturing of vehicles, including outsourced manufacturing of our self-driving system hardware and vehicle integration. The cost of tooling a manufacturing facility with a collaboration partner is high, and collaboration with third parties to manufacture vehicles and self-driving system hardware is subject to risks that are outside of our control. We have in the past, and could in the future, experience delays in development and production when and if our partners do not meet agreed upon timelines or experience capacity constraints. There is a risk of potential disputes between Aurora and Continental,AUMOVIO, as well as between ContinentalAUMOVIO and other third-party partners, which could stop or slow vehicle production, and we could be affected by adverse publicity related to our partners, whether or not such publicity is related to such third parties’ collaboration with us. In addition, we cannot guarantee that our suppliers will not deviate from agreed-upon quality standards.

If ContinentalAUMOVIO is unable to perform under the Strategic Partnership Agreement, we may be unable to enter into agreements with manufacturers on terms and conditions acceptable to us and therefore we may need to contract with other third parties or significantly add to our own production capacity. We may not be able to engage other third parties or establish or expand our own production capacity to meet our needs on acceptable terms, or at all. The expense and time required to adequately complete any transition may be greater than anticipated. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

Federal and state governments may also seek to prohibit, restrict, or otherwise condition the procurement or use of products or components used in autonomous vehicles that are manufactured outside or by companies domiciled outside the United States. For example, on January 31, 2024, and again on October 21, 2024, the U.S. Department of Defense identified Hesai Technology Co., Ltd. (Hesai), a lidar manufacturer based in China, as a Chinese Military Company in accordance with Section 1260H of the National Defense Authorization Act for Fiscal Year 2021, which will prohibit the Defense Department from contracting with Hesai in the future. Additionally, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) recently issued a final rule imposing controls on transactions involving certain information and communications technology and services that are designed, developed, manufactured, or supplied by persons owned by, controlled by, or subject to the jurisdiction or direction of certain enumerated foreign adversaries (including China and Russia) and that are integral to passenger connected vehicles under 10,001 pounds. BIS notedis in its announcement of the final rule that it intendsexpected to pursue a similar rulemakingrule making to address trucks and buses in the near future, but provided no additional information on this effort or its anticipated timeline.future.

We may be subject to product liability that could result in significant direct or indirect costs, which could materially and adversely affect our business, prospects, financial condition and results of operations.

Our self-driving technology presents the risk of significant injury, including fatalities. We may be subject to claims if our technology is involved in ana accidentcollision and persons are injured or purport to be injured. The occurrence of any errors or defects in our products could make us liable for damages and legal claims. In addition, we could incur significant costs to correct such issues, potentially including product recalls. Any negative publicity related to the perceived quality of our technology could affect our brand image,image and partner and end-customer demand, and could materially and adversely affect our business, financial condition and results of operations. Also, liability claims may result in litigation, including class actions, the occurrence of which could be costly, lengthy and distracting and could materially and adversely affect our business, financial condition and results of operations.

OnceAs 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 sucha accidentscollision 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.

Any person or entity purchasing, holding or otherwise acquiring any interest in any of our securities shall beis 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.

OnceOn November 3, 2025, all lock-up restrictions on such securitiesshares have expired, and such shares are releasedno fromlonger lock-upsubject restrictions,to the applicablecontractual stockholderstransfer willrestrictions notdescribed beabove, restrictedexcept fromthat sellingthe 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 heldbecame byeligible them,for othersale thanin bythe applicablepublic securities laws.market. Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. These sales,stock, or the perception in the market that the holders of a large number of shares intend to sell shares,sell, could reduceincrease the volatility in the trading price of our Class A common stock or cause the market price of our Class A common stock.stock to decline.

•our ability to adhere to the anticipated timelines on our product roadmap to commercial launch of Aurora Driver for Freight and/or progress in the Autonomy Readiness Measure that does not meet the expectations of the market;

•other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (such as the COVID-19 pandemic),pandemics, natural disasters, warwars (including Russia’s actions in Ukraine and the conflicts in the Middle East), acts of terrorism or responses to these events.

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 47%46% of the voting control of the Company as of December 31, 2024.2025. 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.

WeIn cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A common stock, in adverse publicity, or other adverse consequences. For example,addition, certain index providers have announcedadopted, restrictionsand onmay includingin the future adopt or modify, eligibility requirements that restrict the inclusion of companies with dual-classmultiple-class share structures in certain of their indices. Under such announced or potential policies, theour dual-class capital structure of our common stock would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds, and other investment vehicles that attemptseek 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 that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could 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.

As of December 31, 2024,2025, wethere hadwere outstanding warrants to purchase an aggregate of 21 million shares of our Class A common stock outstanding,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.

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 youpublic warrant holders to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for youthe holder to do so; (2) sell your warrants at the then-current market price when youthe holder might otherwise wish to hold yoursuch 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 yourthe 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.

Aurora ishas developinglaunched 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.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 expectare to briefly operateoperating our own logistics and mobility services, where we own or lease and operate a small fleet of vehicles equipped with our Aurora Driver.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 plan to first launchlaunched Aurora Driver for Freight, our driverless trucking subscription service,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. Future success will be dependent on our ability to execute against our product roadmap to launch Aurora Driver for Freight. From there, weWe plan to leverage the extensibility of the Aurora Driver to deploy and scale into the passenger mobility market with Aurora Driver for Rides (formerly Aurora Connect),Rides, our driverless ride hailing subscription service, and in the longer-term the local goods delivery market.

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, the COVID-19 pandemic, high interest rates, recent and potential future disruptions in access to bank deposits and lending commitments due to bank failures, thewars, Russia-Ukraine war,conflicts and thepolitical conflictstensions in thecertain Middle Eastregions 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, the 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.

As of December 31, 2024,2025, our principal sources of liquidity were $211$221 million of cash and cash equivalentsequivalents, and $1,012$1,055 million of short-term investments, and $183 million of long-term investments, exclusive of restricted cash of $16$14 million. Cash and cash equivalents primarily consist of money market funds and U.S. Treasury securities as well as commercial paper.funds. Investments consist of primarily U.S. Treasury securities as well as corporate bonds.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 andrequiring that we will needus to opportunistically raise additional capital to support the continued development and commercialization of the Aurora Driver.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.

The Company has entered into a contract for cloud hosting services under which non-cancelable future minimum payments as of December 31, 20242025 areof: $64$79 million for 2025,2026 $38and $13 million for 2026, $0 million for 2027, and $0 million for 2028.2027. Commitments under operating lease contracts are detailed within Note 98 – Leases to our consolidated financial statements included elsewhere in this Annual Report.

Acquired intangible assets primarily consist of developed technology from the Company’s historical acquisitions. These assets were in-process research and development (“IPR&D”) fromuntil the Company’sassets historicalwere acquisitions.placed IPR&Dinto service during the three months ended June 30, 2025. Acquired intangible assets are reviewed for impairment considerations annually on December 31, or 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.

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 a blended rate of 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.

Comparison of the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

Other income, netRevenue increased by $10$1 million, or 83%,100%, to $22$2 million in the three months ended MarchJune 31,30, 2026,2026 from $12$1 million in the three months ended MarchJune 31,30, 2025, primarily due to remeasurementincreased ofutilization, non-marketablegeographical equityexpansion, securitiesand resultinghigher infuel unrealized gains during the period.surcharges.

As of MarchJune 31,30, 2026, our principal sources of liquidity were $273$136 million of cash and cash equivalents,equivalents $952and $1,081 million of short-term investments, and $52 million of long-term investments, exclusive of restricted cash of $16$18 million. Investments consist of primarily U.S. Treasury securities as well as corporate bonds and commercial paper.

During the three months ended MarchJune 31,30, 2026, we offered and sold 330 million shares of Class A common stock through the ATM Program, raising $15$221 million in equity capital and receiving net proceeds of $14$215 million after transaction costs.

Worldwide economic conditions remain uncertain, including inflation volatility. The general economic and capital market conditions bothremain uncertain and have been volatile, including inflation volatility in the U.S. and worldwide, have been volatile in the past.globally. The capital and credit markets may not be available to support future capital raisingcapital-raising activity on favorable terms. If economic conditions decline, our future cost of equity or debt capital and our access to the capital markets could be adversely affected.

Net cash used in operating activities was $159$384 million for the threesix months ended MarchJune 31,30, 2026, an increase of $17$98 million from $142$286 million for the threesix months ended MarchJune 31,30, 2025 primarily due to the settlement of the annual bonus in cash rather than Class A common stock, and hardware development programs to support our scaling plan.

Cash Flows Provided by (Used In) Investing Activities

Net cash provided by investing activities was $209$100 million for the threesix months ended MarchJune 31,30, 2026, ancompared increaseto net cash used in investing activities of $190$99 million from $19 million forin the threesix months ended MarchJune 31,30, 2025,2025. The change was primarily due to decreasedhigher maturities relative to purchases of investments andin increasedthe six months ended June 30, 2026 compared to higher purchases relative to maturities of investments,investments in the six months ended June 30, 2025, partially offset by increased payments for fleetthe builds.purchases of trucks and hardware to support the expansion of our fleet.

Net cash provided by financing activities was $4$203 million for the threesix months ended MarchJune 31,30, 2026, a decrease of $78$177 million from $82$380 million for the threesix months ended MarchJune 31,30, 2025, primarily due to decreased proceeds from the ATM Program and the exercise of stock options as well as increased tax payments in connection with the net settlement of RSUs.options.

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 three and six months ended MarchJune 31,30, 2026 and 2025.