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What changed in Aurora Innovation, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Aurora Innovation, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+270 added−287 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-14)

Top changes in Aurora Innovation, Inc.'s 2025 10-K

270 paragraphs added · 287 removed · 226 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

60 edited+8 added−15 removed105 unchanged
Biggest changeGrowth in e-commerce increases customer expectations for same- or next-day delivery, while service restrictions on driver operating hours create inherent limitations to optimally fast and responsive supply chains. These constraints increase the cost to transport goods and create supply chain inefficiencies. By enabling greater efficiency, autonomous trucks can have a significant positive impact.
Biggest changeThe trucking industry also faces a number of ongoing challenges that the Aurora Driver can help solve. The industry has experienced a persistent driver shortage, resulting in high driver turnover. Growth in e-commerce increases customer expectations for same- or next-day delivery, while service restrictions on driver operating hours create inherent limitations to optimally fast and responsive supply chains.
We will expand access to transportation, improving the lives of the millions of people with a disability in the U.S. who have difficulty traveling outside of the home. And we will give people back their time that can be made more productive and enjoyable.
We can expand access to transportation, improving the lives of the millions of people with a disability in the U.S. who have difficulty traveling outside of the home. And we will give people back their time that can be made more productive and enjoyable.
This partnership brings PACCAR and Aurora engineering teams together around an accelerated development program to create truly driverless-capable trucks, starting with the Peterbilt 579 and Kenworth T680. PACCAR and Aurora plan to develop a suite of self-driving fleet services, including servicing and maintenance options for the deployment and operation of these trucks at scale over the next several years.
This partnership brings PACCAR and Aurora engineering teams together around an accelerated development program to create truly scalable driverless-capable trucks, starting with the Peterbilt 579 and Kenworth T680. PACCAR and Aurora plan to develop a suite of self-driving fleet services, including servicing and maintenance options for the deployment and operation of these trucks at scale over the next several years.
These trucks will combine the best of Volvo’s technology with the Aurora Driver into a compelling and scalable logistics platform. As Volvo’s official technology partner for US hub-to-hub solutions, the parties continue to develop an unprecedented autonomous offering with one of the most trusted commercial truck manufacturers in the world.
These trucks will combine the best of Volvo’s technology with the Aurora Driver into a compelling and scalable logistics platform. As Volvo’s official technology partner for their US hub-to-hub solutions, the parties continue to develop an unprecedented autonomous offering with one of the most trusted commercial truck manufacturers in the world.
Channels of Distribution We announce material information to the public through filings with the SEC, the investor relations page on our website, our X account (@aurora_inno), our LinkedIn account, press releases, public conference calls, and webcasts in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.
Channels of Distribution We announce material information to the public through filings with the SEC, the investor relations page on our website, our X account (@aurora_inno), our LinkedIn account, our Instagram account, our Facebook account, press releases, public conference calls, and webcasts in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.
This partnership will be the center of the integration of the Aurora Driver into Volvo’s on-highway trucks and development of industry-leading Transportation as a Service solutions. Continental Strategic Partnership In April 2023, we entered into an exclusive partnership with Continental to deliver the first commercially scalable future generation of the Aurora Driver.
This partnership will be the center of the integration of the Aurora Driver into Volvo’s on-highway trucks and development of industry-leading Transportation as a Service solutions. AUMOVIO Strategic Partnership In April 2023, we entered into an exclusive partnership with Continental, now AUMOVIO, to deliver the first commercially scalable future generation of the Aurora Driver.
Deep strategic partnerships which support commercialization at scale We have developed strategic partnerships with industry leaders like PACCAR, Volvo, Toyota, Uber and Continental and will work together to develop and scale Aurora Driver-powered trucks and self-driving passenger vehicles.
Deep strategic partnerships which support commercialization at scale We have developed strategic partnerships with industry leaders like PACCAR, Volvo, Toyota, Uber and AUMOVIO and will work together to develop and scale Aurora Driver-powered trucks and self-driving passenger vehicles.
Additionally, Continental will manage the complete lifecycle of the supplied autonomous hardware kits for the Aurora Driver, from the manufacturing line to decommissioning. Continental will also develop a new industrialized fallback system as one of the redundancies in the event of a failure in the primary system of the Aurora Driver.
Additionally, AUMOVIO will manage the complete lifecycle of the supplied autonomous hardware kits for the Aurora Driver, from the manufacturing line to decommissioning. AUMOVIO will also develop a new industrialized fallback system as one of the redundancies in the event of a failure in the primary system of the Aurora Driver.
We believe that partnering with other industry leaders enables us to scale more efficiently, as it allows us to focus on what we do best – developing the Aurora Driver—while our partners handle activities such as vehicle and hardware manufacturing, fleet ownership, and operation. We are proud that these industry leaders have selected Aurora as their self-driving partner.
We believe that partnering with other industry leaders enables us to scale more efficiently, as it allows us to focus on what we do best – continuing to develop the Aurora Driver—while our partners handle activities such as vehicle and hardware manufacturing, fleet ownership, and operation. We are proud that these industry leaders have selected Aurora as their self-driving partner.
We expect the DaaS model to enable an asset-light and high-margin revenue stream for Aurora, while allowing us to scale more rapidly through partnerships. As of December 31, 2024, we have assembled an approximately 1,800-person team, consisting of leading experts in robotics, artificial intelligence, machine learning, hardware design, software engineering, systems engineering, and safety.
We expect the DaaS model to enable an asset-light and high-margin revenue stream for Aurora, while allowing us to scale more rapidly through partnerships. As of December 31, 2025, we have assembled an approximately 1,900-person team, consisting of leading experts in robotics, artificial intelligence, machine learning, hardware design, software engineering, systems engineering, and safety.
We intend to launch trucking as our first driverless product, as we believe its massive scale, significant structural need, attractive unit economics, and self-similar operating environment will allow us to rapidly deploy and profitably scale on high-volume, highway-focused routes.
We launched trucking as our first driverless product, as we believe its massive scale, significant structural need, attractive unit economics, and self-similar operating environment will allow us to rapidly deploy and profitably scale on high-volume, highway-focused routes.
We also continued our strategic collaboration with Ryder Systems, piloting on-site fleet maintenance to support current autonomous freight pilot operations and prepare for commercial operation at scale. We plan to initially launch Aurora Driver for Freight in Texas, which has the largest freight market in the US, a favorable business and regulatory environment, and moderate weather.
We also continued our strategic collaboration with Ryder Systems, piloting on-site fleet maintenance to support current autonomous freight pilot operations and prepare for commercial operation at scale. We launched Aurora Driver for Freight in Texas, which has the largest freight market in the US, a favorable business and regulatory environment, and moderate weather.
Following this initial phase, we expect to ultimately commercialize the Aurora Driver in a Driver as a Service (“DaaS”) business model, in which we will supply self-driving technology and earn revenue on a fee per mile basis. In this second phase, we do not intend to own nor operate large vehicle fleets ourselves.
Following this initial phase, we expect to ultimately commercialize the Aurora Driver in a Driver as a Service (“DaaS”) business model, in which we will supply self-driving technology and earn revenue on a fee per mile basis, or a comparable pricing mechanism. In this second phase, we do not intend to own nor operate large vehicle fleets ourselves.
Passenger Mobility Our second core market focuses on passenger mobility, initially targeting the ride hailing space with Aurora Driver for Rides, our driverless ride hailing subscription service. 3 Table of Contents As it exists today, however, passenger mobility is subject to inefficiencies and responsible for notable negative impacts – roadway deaths, lost productivity, and greenhouse gas emissions.
Passenger Mobility Our second core market focuses on passenger mobility, initially targeting the ride hailing space with Aurora Driver for Rides, our driverless ride hailing subscription service. As it exists today, however, passenger mobility is subject to inefficiencies and responsible for notable negative impacts – roadway deaths, lost productivity, and greenhouse gas emissions.
We believe that our combined experience and expertise allow us to move faster and more efficiently than our competitors as we make purposeful, foundational technological investments in safe and scalable self-driving technology. 2 Table of Contents Commercialization & Growth Strategy We plan to commercialize the Aurora Driver safely, quickly, and broadly.
We believe that our combined experience and expertise allow us to move faster and more efficiently than our competitors as we make purposeful, foundational technological investments in safe and scalable self-driving technology. Commercialization & Growth Strategy We plan to commercialize the Aurora Driver safely, quickly, and broadly.
As part of this partnership, we work with Continental to jointly design, develop, validate, deliver, and service the scalable autonomous system for the industry. We will leverage Continental’s decades of experience in systems development for safer, more reliable automotive solutions to industrialize the Aurora Driver and deliver the entire hardware required.
As part of this partnership, we work with AUMOVIO to jointly design, develop, validate, deliver, and service the scalable autonomous system for the industry. We will leverage AUMOVIO’s decades of experience in systems development for safer, more reliable automotive solutions to industrialize the Aurora Driver and deliver the entire hardware required.
We believe that autonomous trucks have the potential to materially reduce fuel consumption and greenhouse gas emissions meaningfully through eco-driving, off-peak deployment, and capping peak speeds. 12 Table of Contents Human Capital As of December 31, 2024, we had approximately 1,800 employees.
We believe that autonomous trucks have the potential to materially reduce fuel consumption and greenhouse gas emissions meaningfully through eco-driving, off-peak deployment, and capping peak speeds. 12 Table of Contents Human Capital As of December 31, 2025, we had approximately 1,900 employees.
And, we always keep the best interest of our people and our mission at the forefront of how we work. 3. Celebrate our Diversity. Inviting and including diverse perspectives and experiences make us stronger as a team, and help us better represent the world we live in.
And, we always keep the best interest of our people and our mission at the forefront of how we work. 3. Celebrate our Diversity. Inviting and including a wealth of unique backgrounds, perspectives and experiences make us stronger as a team, and help us better represent the world we live in.
These efforts will lay the foundation for the mass-production, launch, and support of these vehicles with Toyota on ride-hailing networks, including Uber’s. Volvo Group Strategic Partnership In March 2021, Volvo selected us as its technology provider to develop and jointly commercialize Level 4 Class 8 trucks in North America.
These efforts will lay the foundation for our entry into the ride-hailing business, including the mass-production, launch, and support of passenger vehicles on ride-hailing networks, including Uber’s. Volvo Group Strategic Partnership In March 2021, Volvo selected us as its technology provider to develop and jointly commercialize Level 4 Class 8 trucks in North America.
The transfer agent and registrar for our common stock and the warrant agent for our warrants is Equiniti Trust Company, LLC. The transfer agent’s address is 48 Wall Street, Floor 23, New York, NY 10005, and its telephone number is (800) 937-5449. Available Information Our website address is www.aurora.tech.
The transfer agent and registrar for our common stock and the warrant agent for our warrants is Equiniti Trust Company, LLC. The transfer agent’s address is 28 Liberty Street, 53rd Floor, New York, NY 10005, and its telephone number is (800) 937-5449. Available Information Our website address is www.aurora.tech.
With these strategic partnerships, each party is making significant investments towards integrating the Aurora Driver into vehicles, logistics and mobility networks, and business models.
With these strategic partnerships, each party has made significant investments towards integrating the Aurora Driver into vehicles, logistics and mobility networks, and business models.
During 2024, we operated commercial trucking pilots with FedEx, Hirschbach, Schneider, Uber Freight, Volvo Autonomous Solutions, and Werner, among others, through which we regularly and autonomously hauled loads under the supervision of vehicle operators, and also explored integrating access to Uber Freight’s digital freight network within our autonomous trucking subscription service.
We also continued to operate commercial trucking pilots throughout 2025 with FedEx, Schneider, Volvo Autonomous Solutions, and Werner, among others, through which we regularly and autonomously hauled loads under the supervision of vehicle operators, and also explored integrating access to Uber Freight’s digital freight network within our autonomous trucking subscription service.
We work closely with our OEM partners to develop a safe, reliable, and scalable integrated solution. 6 Table of Contents Driver as a Service Business Model The Aurora Driver will be delivered as a service via Aurora Driver for Freight, our driverless trucking subscription service, and Aurora Driver for Rides, our driverless ride hailing subscription service.
We work closely with our OEM partners, PACCAR and Volvo, and suppliers for the new truck program, to develop a safe, reliable, and scalable integrated solutions. 6 Table of Contents Driver as a Service Business Model The Aurora Driver will be delivered as a service via Aurora Driver for Freight, our driverless trucking subscription service, and Aurora Driver for Rides, our driverless ride hailing subscription service.
Led by a team with deep experience, we are developing 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.
Led by a team with deep experience, including Chris and Drew, we have launched and are continuing 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.
In addition to acquiring Uber’s self-driving unit, we announced a strategic partnership with Uber that connects our technology to the world’s leading ride-hailing platform and strengthens our position to deliver the Aurora Driver broadly.
In addition to acquiring Uber’s self-driving unit, we announced a strategic partnership with Uber that connects our technology to the world’s leading ride-hailing platform and strengthens our position to deliver the Aurora Driver broadly. In support of our partnership with Uber, and concurrent with the acquisition of Uber’s self-driving unit, Uber invested $400 million in Aurora.
Aurora’s motion planning simulation is 2,500 times less expensive than on-road testing. • Speed . Aurora’s Virtual Testing Suite can scale to continuously simulate the equivalent of over 50,000 trucks on the road.
Aurora’s motion planning simulation is meaningfully less expensive than on-road testing. • Speed . Aurora’s Virtual Testing Suite can scale to continuously simulate the equivalent of over 125,000 trucks on the road.
As the development of federal and state legal frameworks around autonomous vehicles continue to evolve, we may be subject to additional regulatory schemes. We do not anticipate any near-term federal vehicle standards that would impede the foreseeable deployments of our technology. U.S. federal regulations are largely permissive of deployments of higher levels of safe and responsible autonomous functionality.
As the development of federal and state legal frameworks around autonomous vehicles continue to evolve, we may be subject to additional regulatory schemes. We do not anticipate any near-term federal vehicle standards that would impede the foreseeable deployments of our technology.
During 2024, we operated commercial trucking pilots with FedEx, Hirschbach, Schneider, Uber Freight, Volvo Autonomous Solutions, and Werner, among others, through which we regularly and autonomously hauled loads under the supervision of vehicle operators, and are also integrating access to Uber Freight’s digital freight network within our autonomous trucking subscription service.
We also continued to operate commercial trucking pilots throughout 2025 with FedEx, Schneider, Volvo Autonomous Solutions, and Werner, among others, through which we regularly and autonomously hauled loads under the supervision of vehicle operators, and we are also integrating access to Uber Freight’s digital freight network and McLeod’s transportation management system within our autonomous trucking subscription service.
We have strategic partnerships with: • PACCAR & Volvo, who together represent a significant share of US Class 8 truck sales. • Toyota, a leading vehicle manufacturer globally. • Uber, a leading ride hailing company globally. • Continental, a leading global technology manufacturer and Tier 1 automotive supplier.
We have numerous strategic partnerships, including but not limited to: • PACCAR & Volvo, who together represent a significant share of US Class 8 truck sales. • Toyota, a leading vehicle manufacturer globally. • Uber, a leading ride hailing company globally. • AUMOVIO (formerly known as Continental), a leading global technology manufacturer and Tier 1 automotive supplier.
Additionally, we protect our proprietary rights through agreements with our commercial partners, supply-chain vendors, employees, and consultants, as well as close monitoring of the developments and products in the industry. As of December 31, 2024, we owned over 1,800 patents and pending applications, including U.S. and foreign.
Additionally, we protect our proprietary rights through agreements with our commercial partners, supply-chain vendors, employees, and consultants, as well as close monitoring of the developments and products in the industry. As of December 31, 2025, we owned over 2,000 patents and pending applications, including U.S. and foreign. In addition, we have 5 registered U.S. trademarks and 39 registered foreign trademarks.
We reinforce our values by aligning our work to company objectives and key results and by providing meaningful and challenging growth opportunities for our employees. We offer a variety of people-focused initiatives, including learning and development, transparent career paths, and a focus on diversity, equity, and inclusion.
We reinforce our values by aligning our work to company objectives and key results and by providing meaningful and challenging growth opportunities for our employees. We offer a variety of people-focused initiatives, including learning & development and transparent career paths. We offer opportunities for meaningful and fun connections through company events and team-building activities.
For example, while California regulation currently only permits the testing and deployment of autonomous light-duty vehicles, in August 2024, state regulators requested informal public input on draft regulatory language for the testing and deployment of autonomous trucks. 11 Table of Contents We work closely with state and local elected officials and regulatory bodies to ensure they continue to welcome the testing and deployment of self-driving vehicles on their roads.
For example, while California regulation currently only permits the testing and deployment of autonomous light-duty vehicles, in 2025, state regulators released proposed regulations for the testing and deployment of autonomous trucks. We work closely with state and local elected officials and regulatory bodies to ensure they continue to welcome the testing and deployment of self-driving vehicles on their roads.
We have operated our self-driving test vehicles in diverse weather and operating environments, including in Arizona, California, New Mexico, Pennsylvania, and Texas, allowing us to create a more robust self-driving system.
We have operated our self-driving test vehicles in diverse weather and operating environments, including in Arizona, California, New Mexico, Pennsylvania, and Texas, allowing us to create a more robust self-driving system. Our first-principles approach underpins our technology development strategy for the Aurora Driver.
In 2021, Aurora acquired and integrated Uber’s self-driving unit, strengthening our team, our technology, and our intellectual property. The acquisition added to the breadth and depth of talent we have to deliver on our mission. We foster a high-performance and mission-driven culture which drives successful execution, and we believe this makes us an employer of choice in our industry.
The acquisition added to the breadth and depth of talent we have to deliver on our mission. We foster a high-performance and mission-driven culture which drives successful execution, and we believe this makes us an employer of choice in our industry.
Toyota Strategic Collaboration In February 2021, we announced a long-term, global, and strategic collaboration with Toyota and DENSO, one of the largest global automotive manufacturers and tier-one automotive suppliers, respectively, to build and globally deploy self-driving cars at scale. 10 Table of Contents As part of this collaboration, our engineering teams are jointly developing and testing driverless-capable vehicles equipped with the Aurora Driver, starting with the Toyota Sienna.
This allows more efficient development and operation, as we are able to refine our market selection and prioritize our capability roadmap based on real-world data. 10 Table of Contents Toyota Strategic Collaboration In February 2021, we announced a long-term, global, and strategic collaboration with Toyota and DENSO, one of the largest global automotive manufacturers and tier-one automotive suppliers, respectively, to build and globally deploy self-driving cars at scale.As part of this collaboration, our engineering teams jointly developed and tested driverless-capable vehicles equipped with the Aurora Driver, starting with the Toyota Sienna.
We believe our self-driving technology has a strong value proposition with benefits including: • improved safety, • faster, more efficient goods movement, • more reliable freight supply, • reduced insurance expenses, • enhanced energy efficiency, • increased access to passenger mobility, and • greater individual productivity.
We believe our self-driving technology has a strong value proposition with benefits including: • improved safety, • faster, more efficient goods movement, • more reliable freight supply, • reduced insurance expenses, • enhanced energy efficiency, • increased access to passenger mobility, and • greater individual productivity. 2 Table of Contents Trucking We launched Aurora Driver for Freight, our driverless trucking subscription service, as our first commercial product.
We believe these factors will enable rapid and broad scaling. • Technical . The United States interstate highway system is a more structured environment than urban streets given limited access to pedestrians, bicyclists, and crossing intersections.
The United States interstate highway system is a more structured environment than urban streets given limited access to pedestrians, bicyclists, and crossing intersections.
We intend to partner with our ecosystem of OEMs, Tier 1 automotive supplier, fleet operators, and mobility and logistics services, as well as other third parties, to commercialize and support Aurora Driver-powered vehicles.
We intend to partner with our ecosystem of OEMs, Tier 1 automotive supplier, fleet operators, and mobility and logistics services, as well as other third parties, to commercialize and support Aurora Driver-powered vehicles. This business model will enable fleet owners to acquire Aurora Driver-powered vehicles, subscribe to the Aurora Driver, and leverage Aurora-certified fleet service partners to support autonomous operations.
We believe such hurdles will be removed in the future as we work with our government partners to highlight the benefits of self-driving technology.
Some states, however, institute operational requirements or restrictions for certain autonomous functions. We believe such hurdles will be removed in the future as we work with our government partners to highlight the benefits of self-driving technology.
Aurora’s investment in long-range perception, including Aurora’s proprietary FirstLight Lidar, enables us to solve this, while benefiting from the other elements that make deploying trucks on highways an advantageous initial market entry point.
Aurora’s investment in long-range perception, including Aurora’s proprietary FirstLight Lidar, enables us to solve this, while benefiting from the other elements that make deploying trucks on highways an advantageous initial market entry point. In April 2025, we launched driverless commercial operations with Hirschbach and Uber Freight and have since expanded our driverless customer cohort.
In turn, we believe this creates significant demand and willingness to pay for our product. Additionally, the design and road construction of highways is more standardized and defined across the United States interstate highway system than are local roads, and a very significant amount of freight volume is concentrated on major highway corridors.
Additionally, the design and road construction of highways is more standardized and defined across the United States interstate highway system than are local roads, and a very significant amount of freight volume is concentrated on major highway corridors. We believe these factors will enable rapid and broad scaling. • Technical .
Chris led the Google self-driving car team and was technology director for Carnegie Mellon when it won the 2007 DARPA Urban Challenge. Sterling developed MIT’s Intelligent CoPilot, then launched Tesla’s Model X and Autopilot, and Drew worked for two decades at the intersection of artificial intelligence, machine learning and robotics across industry and academia at Carnegie Mellon.
Before co-founding Aurora, Chris led the Google self-driving car team and was technology director for Carnegie Mellon when it won the 2007 DARPA Urban Challenge. Before co-founding Aurora, Sterling developed MIT’s Intelligent CoPilot, then launched Tesla’s Model X and Autopilot.
FirstLight instantaneously measures the radial velocity of the objects as well as distance. This allows quicker reaction times and better tracking of other objects on or near the road. 7 Table of Contents 3. Interference Immunity . Each FirstLight sensor is primarily sensitive to only the signals it creates.
This allows quicker reaction times and better tracking of other objects on or near the road. 7 Table of Contents 3. Interference Immunity . Each FirstLight sensor is primarily sensitive to only the signals it creates. Therefore, it benefits from immunity to interference from ambient sunlight and to lidar-to-lidar interference, which will be important as self-driving fleets scale.
We celebrate the diversity of the people, experiences, and backgrounds that make up Aurora, and we encourage each other to speak up and share perspectives, respectfully and thoughtfully.
One of our core values — Celebrate our Diversity — is based on bringing together a wealth of unique backgrounds and perspectives. We celebrate the mix of the people, experiences, and backgrounds that make up Aurora, and we encourage each other to speak up and share perspectives, inclusively, respectfully and thoughtfully.
We aim to improve the rider experience through the quality, cleanliness, and consistency of the Aurora Driver-powered fleet while also offering more rider control over the in-vehicle experience (e.g. music, climate). Future vehicle platforms may be designed to support specific transportation use cases (e.g. airport trips, commutes, social rides) that further improve the experience offered today.
We aim to improve the rider experience through the quality, cleanliness, and consistency of the Aurora Driver-powered fleet while also offering more rider control over the in-vehicle experience (e.g. music, climate).
Item 1. Business. INFORMATION ABOUT AURORA 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, Inc. and its subsidiaries. Corporate History and Background On November 3, 2021 (the “Closing Date”), Aurora Innovation, Inc.
Item 1. Business. INFORMATION ABOUT AURORA 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, Inc. and its subsidiaries. Company Overview Our mission is to deliver the benefits of self-driving technology safely, quickly, and broadly.
Our lidar can see nearly twice as far as a traditional automotive lidar, because our coherent measurement enables single-photon sensitivity. The enhanced range of our FMCW lidar enables the detection and tracking of objects and actors at the very long ranges essential for high-speed driving. 2. Simultaneous Range and Velocity .
The enhanced range of our FMCW lidar enables the detection and tracking of objects and actors at the very long ranges essential for high-speed driving. 2. Simultaneous Range and Velocity . FirstLight instantaneously measures the radial velocity of the objects as well as distance.
Use of either approach for solving a problem has advantages and disadvantages, and therefore the thoughtful fusion of both is critical to creating a safe and scalable system.
Leveraging Artificial Intelligence / Machine Learning and Engineered Approaches Aurora’s approach to designing the Aurora Driver software leverages our team’s expertise in both artificial intelligence / machine learning and fundamental engineering. Use of either approach for solving a problem has advantages and disadvantages, and therefore the thoughtful fusion of both is critical to creating a safe and scalable system.
States, such as Arizona, Florida, New Mexico, Nevada, Pennsylvania, and Texas, continue to attract self-driving companies with a welcoming regulatory climate that provides the predictability necessary to deploy our technology in those communities. Some states, however, institute operational requirements or restrictions for certain autonomous functions.
U.S. federal regulations are largely permissive of deployments of higher levels of safe and responsible autonomous functionality. 11 Table of Contents States, such as Arizona, Florida, New Mexico, Nevada, Pennsylvania, and Texas, continue to attract self-driving companies with a welcoming regulatory climate that provides the predictability necessary to deploy our technology in those communities.
For these reasons, the US Department of Transportation has stated that autonomous trucking has the potential to be meaningfully additive to US GDP over time. We believe our technology can help solve key pain points of fleet owners by providing a consistent driver supply, the ability to offer fast and efficient transport, and fuel efficiency.
We believe our technology can help solve key pain points of fleet owners by providing a consistent driver supply, the ability to offer fast and efficient transport, and fuel efficiency. In turn, we believe this creates significant demand and willingness to pay for our product.
Our ability to drive safely at high speed will allow us to serve the significant fraction of ride-hailing trips that require high speed on interstates and highways. We expect our growth will consist of commercial expansion within and across cities.
As we use the same Aurora Driver hardware and software as for trucking, we will leverage capabilities already in use by our trucking product. Our ability to drive safely at high speed will allow us to serve the significant fraction of ride-hailing trips that require high speed on interstates and highways.
To bring our product to market at scale, we focus on what we do best – building self-driving technology – and through strategic partnerships work with best-in-class companies to deliver the benefits of our technology broadly.
High-speed operation is also key to unlocking the full opportunity set across passenger mobility and local goods delivery, where a significant percentage of trips require operation on highways and other high-speed roads. 1 Table of Contents To bring our product to market at scale, we focus on what we do best – building self-driving technology – and through strategic partnerships work with best-in-class companies to deliver the benefits of our technology broadly.
Local Goods Delivery Our third core market is local goods delivery, which spans several sub-segments, including last-mile parcel and post, prepared food, grocery, and business-to-business (“B2B”) delivery. The COVID-19 pandemic highlighted the importance of local goods delivery, as well as the supply chain disruptions that can be experienced when consumer behavior changes abruptly.
The COVID-19 pandemic highlighted the importance of local goods delivery, as well as the supply chain disruptions that can be experienced when consumer behavior changes abruptly.
Further, we continued our strategic collaboration with Ryder Systems, piloting on-site fleet maintenance to support current autonomous freight pilot operations and prepare for commercial operation at scale. We envision a two-phase process for ownership and operation of Aurora Driver-powered self-driving vehicles.
Further, we continued our strategic collaboration with Ryder Systems, piloting on-site fleet maintenance to support current autonomous freight pilot operations and prepare for commercial operation at scale. Supplementing our strategic partnerships, in 2025 we began a truck program to support our commercialization strategy by providing customers with greater driverless capacity.
As of December 31, 2024, Aurora has assembled an approximately 1,800-person team, of whom approximately 1,600 focus on engineering and product. Our company consists of world-leaders in robotics, artificial intelligence, machine learning, hardware design, software engineering, systems engineering, and safety. Aurora has over 1,800 awarded and pending patents worldwide.
Our company consists of world-leaders in robotics, artificial intelligence, machine learning, hardware design, software engineering, systems engineering, and safety. Aurora has over 2,000 awarded and pending patents worldwide. In 2021, Aurora acquired and integrated Uber’s self-driving unit, strengthening our team, our technology, and our intellectual property.
On the Closing Date, the Company changed its name from Reinvent Technology Partners Y to Aurora Innovation, Inc. Company Overview Our mission is to deliver the benefits of self-driving technology safely, quickly, and broadly. Aurora was founded in 2017 by Chris Urmson, Sterling Anderson, and Drew Bagnell, three of the most prominent leaders in the self-driving space.
Aurora was founded in 2017 by Chris Urmson, Sterling Anderson, and Drew Bagnell, three of the most prominent leaders in the self-driving space.
We offer opportunities for meaningful and fun connections through company events and team-building activities. We celebrate our employees’ achievements through company-wide recognition programs.
We celebrate our employees’ achievements through company-wide recognition programs.
In addition, we have 5 registered U.S. trademarks, 37 registered foreign trademarks and 5 pending trademark applications. Our patents and patent applications cover a broad range of technology relevant to self-driving vehicles.
Our patents and patent applications cover a broad range of technology relevant to self-driving vehicles. Partnerships PACCAR Strategic Partnership In January 2021, we entered into a global strategic partnership with PACCAR.
Trucking We plan to launch Aurora Driver for Freight, our driverless trucking subscription service, as our first commercial product. We have prioritized this market as we believe it is an optimal first product for both commercial and technical reasons: • Commercial .
We have prioritized this market as we believe it is an optimal first product for both commercial and technical reasons: • Commercial . As a critical part of the United States economy, responsible for moving a significant portion of goods, the trucking industry is a large market opportunity.
We plan to launch Aurora Driver for Rides following the launch and expansion of Aurora Driver for Freight, leveraging our strategic relationships with Toyota and Uber. As we use the same Aurora Driver hardware and software as for trucking, we will leverage capabilities already in use by our trucking product.
Future vehicle platforms may be designed to support specific transportation use cases (e.g. airport trips, commutes, social rides) that further improve the experience offered today. 3 Table of Contents We plan to launch Aurora Driver for Rides following the launch and expansion of Aurora Driver for Freight, leveraging our strategic relationships with Toyota and Uber.
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(f/k/a Reinvent Technology Partners Y and referred to herein as the “Company”), consummated a business combination with Aurora Innovation Holdings, Inc., a Delaware corporation (f/k/a Aurora Innovation, Inc. and f/k/a Avian U Merger Holdco Corp. and referred to herein as “Legacy Aurora”), and RTPY Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), pursuant to an Agreement and Plan of Merger dated July 14, 2021 (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”), by and among the Company, Legacy Aurora and Merger Sub.
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In April 2025, we launched driverless commercial operations with Hirschbach and Uber Freight and have since expanded our driverless customer cohort.
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Our Class A common stock and public warrants are listed on Nasdaq under the symbols “AUR” and “AUROW,” respectively. Our Class B common stock is neither listed nor publicly traded.
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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. We envision a two-phase process for ownership and operation of Aurora Driver-powered self-driving vehicles.
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Pursuant to the terms of the Merger Agreement, a business combination between the Company and Legacy Aurora was effected through the merger of Merger Sub with and into Legacy Aurora, with Legacy Aurora surviving as the surviving company and as a wholly-owned subsidiary of the Company.
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These constraints increase the cost to transport goods and create supply chain inefficiencies. By enabling greater efficiency, autonomous trucks can have a significant positive impact. For these reasons, the US Department of Transportation has stated that autonomous trucking has the potential to be meaningfully additive to US GDP over time.
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We also autonomously haul (under the supervision of vehicle operators) truck freight on behalf of our pilot customers in preparation for driverless commercialization. 1 Table of Contents Our first-principles approach underpins our technology development strategy for the Aurora Driver.
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We expect our growth will consist of commercial expansion within and across cities. Local Goods Delivery Our third core market is local goods delivery, which spans several sub-segments, including last-mile parcel and post, prepared food, grocery, and business-to-business (“B2B”) delivery.
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High-speed operation is also key to unlocking the full opportunity set across passenger mobility and local goods delivery, where a significant percentage of trips require operation on highways and other high-speed roads.
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Before co-founding Aurora, Drew worked for two decades at the intersection of artificial intelligence, machine learning and robotics across industry and academia at Carnegie Mellon. As of December 31, 2025, Aurora has assembled an approximately 1,900-person team, of whom approximately 1,600 focus on engineering and product.
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As a critical part of the United States economy, responsible for moving a significant portion of goods, the trucking industry is a large market opportunity. The trucking industry also faces a number of ongoing challenges that the Aurora Driver can help solve. The industry has experienced a persistent driver shortage, resulting in high driver turnover.
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Our current generation of lidar can see nearly twice as far as a traditional automotive lidar, because our coherent measurement enables single-photon sensitivity. Our next generation of lidar which we expect to launch in 2026 can see nearly four times as far as a traditional automotive lidar.
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With our business model, fleet owners will purchase Aurora Driver-powered vehicles from our OEM partners, subscribe to the Aurora Driver, and utilize Aurora-certified fleet service partners to operate autonomous mobility and logistics services.
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As part of our partnership with Uber, we receive access to Uber data.
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Therefore, it benefits from immunity to interference from ambient sunlight and to lidar-to-lidar interference, which will be important as self-driving fleets scale. Leveraging Artificial Intelligence / Machine Learning and Engineered Approaches Aurora’s approach to designing the Aurora Driver software leverages our team’s expertise in both artificial intelligence / machine learning and fundamental engineering.
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Such initiatives include, for example, programs that help train and upskill technicians in fields important to the autonomous vehicle industry, such as optics, laser, and photonics, and other areas of autonomous vehicle technical work. Inclusion and Belonging We are committed to fostering a workplace of belonging where all employees feel valued, included and empowered to contribute.
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Partnerships PACCAR Strategic Partnership In January 2021, we entered into a global strategic partnership with PACCAR in preparation for the launch of the Aurora Driver’s first application in trucking.
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In support of our partnership with Uber, and concurrent with the acquisition of Uber’s self-driving unit, Uber invested $400 million in Aurora and Uber Chief Executive Officer Dara Khosrowshahi is a member of our board of directors. As part of our partnership with Uber, we receive access to Uber data.
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This allows more efficient development and operation, as we are able to refine our market selection and prioritize our capability roadmap based on real-world data.
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As part of this long-term effort, we will be exploring mass production of key autonomous driving components with DENSO and a comprehensive services solution with Toyota for when these vehicles are deployed at scale, including financing, insurance, maintenance, and more.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf 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. • We could fail to successfully select, execute or integrate past and future acquisitions. • Interruption or failure of Amazon Web Services or other information technology and communications systems that we rely upon could materially and adversely affect our business, financial condition and results of operations. • We are subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software and partners’ and end-customers’ data processed by us or third-party vendors or suppliers. • Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security. • Failures, or perceived failures, to comply with privacy, data protection, and cybersecurity requirements in the variety of jurisdictions in which we operate, or may operate, may adversely impact our business. • Issues relating to our use of artificial intelligence and machine learning technologies, combined with an uncertain legal and regulatory environment, could materially and adversely affect our business, financial condition and results of operations. • Our future insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive. 14 Table of Contents • Our financial instruments, including warrants, are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results. • If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. • Unanticipated changes in effective tax rates, adverse outcomes resulting from examination of our income, changes in tax laws or regulations, changes in our ability to utilize our net operating loss, or other tax-related changes could materially and adversely affect our business, prospects, financial condition and results of operations. • Our success is contingent on our ability to successfully maintain, manage, execute and expand on our existing partnerships and obtain new partnerships. • We are dependent on our suppliers, some of which are single or limited source suppliers (including one partner for the production, provision, and full lifecycle support of the future generation of our 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. • Burdensome regulations, inconsistent regulations, or a failure to receive regulatory approvals or exemptions for our technology could have a material adverse effect on our business, financial condition and results of operation. • We may become involved in legal and regulatory proceedings and commercial or contractual disputes. • We may be subject to product liability that could result in significant direct or indirect costs. • We may not be able to adequately protect or enforce our intellectual property rights, in which case our business and competitive position could be harmed. • 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. • We could lose the ability to use certain intellectual property rights and technology or materials that we rely upon if the underlying license agreements are terminated or not renewed. • 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 give rise to disclosure obligations of proprietary software. • The market price of our common stock may be volatile and could decline significantly. • Our dual class structure has the effect of concentrating voting power with our founders, which limits an investor’s ability to influence the outcome of important transactions, including a change in control. 15 Table of Contents Risks Related to Our Technology, Business Model and Industry Self-driving technology is an emerging technology, and we face significant technical challenges to commercialize our technology.
Biggest changeIf 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. • We could fail to successfully select, execute or integrate past and future acquisitions. • Interruption or failure of Amazon Web Services or other information technology and communications systems that we rely upon could materially and adversely affect our business, financial condition and results of operations. • We are subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software and partners’ and end-customers’ data processed by us or third-party vendors or suppliers. • Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security. • Failures, or perceived failures, to comply with privacy, data protection, and cybersecurity requirements in the variety of jurisdictions in which we operate, or may operate, may adversely impact our business. • Issues relating to our use of artificial intelligence and machine learning technologies, combined with an uncertain legal and regulatory environment, could materially and adversely affect our business, financial condition and results of operations. • Our insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive. • Our financial instruments, including warrants, are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results. 14 Table of Contents • If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. • Unanticipated changes in effective tax rates, adverse outcomes resulting from examination of our income, changes in tax laws or regulations, changes in our ability to utilize our net operating loss, or other tax-related changes could materially and adversely affect our business, prospects, financial condition and results of operations. • Our success is contingent on our ability to successfully maintain, manage, execute and expand on our existing partnerships and obtain new partnerships. • 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, for the production, provision, and/or full lifecycle support of our current and future generations of the Aurora Driver systems. • In certain cases, we plan to upfit, including by retaining third parties on our behalf, vehicles with the Aurora Driver and the necessary redundancies for driverless operations, and failures or delays in these activities could materially and adversely affect our business, financial condition, and results of operations. • Burdensome regulations, inconsistent regulations, or a failure to receive regulatory approvals or exemptions for our technology could have a material adverse effect on our business, financial condition and results of operation. • We may become involved in legal and regulatory proceedings and commercial or contractual disputes. • We may be subject to product liability that could result in significant direct or indirect costs. • We may not be able to adequately protect or enforce our intellectual property rights, in which case our business and competitive position could be harmed. • 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. • We could lose the ability to use certain intellectual property rights and technology or materials that we rely upon if the underlying license agreements are terminated or not renewed. • 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 give rise to disclosure obligations of proprietary software. • The market price of our common stock may be volatile and could decline significantly. • Our dual class structure has the effect of concentrating voting power with our founders, which limits an investor’s ability to influence the outcome of important transactions, including a change in control. 15 Table of Contents Risks Related to Our Technology, Business Model and Industry Self-driving technology is an emerging technology, and we face significant technical challenges to commercialize our technology.
Our estimates of our cash needs may prove inaccurate in which case we may need to raise capital sooner or change our operating plans and timelines. 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 cash flow positive.
Our estimates of our cash needs may prove inaccurate in which case we may need to raise capital sooner or change our operating plans and timelines. 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.
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.
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 insurance coverage will be sufficient to cover all future losses or claims against us.
Any negative publicity related to the perceived quality of our technology could affect our brand image, partner and end-customer demand, and could materially and adversely affect our business, financial condition and results of operations.
Any negative publicity related to the perceived quality of our technology could affect our brand image and partner and end-customer demand, and could materially and adversely affect our business, financial condition and results of operations.
If any of the analysts who cover us change their recommendation regarding our shares of 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 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.
Because our decision to issue debt or equity 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.
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.
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. 41 Table of Contents 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.
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. 40 Table of Contents 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, we will 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 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).
Issues relating to our use of artificial intelligence and machine learning technologies and the evolving legal and regulatory landscape applicable to such technologies may adversely affect our business, prospects, financial condition, and results of operations. Our future insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive.
Issues relating to our use of artificial intelligence and machine learning technologies and the evolving legal and regulatory landscape applicable to such technologies may adversely affect our business, prospects, financial condition, and results of operations. Our insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive.
We do not believe, however, that pending environmental regulatory developments in this area will have a material effect on our capital expenditures or otherwise materially adversely affect its operations, operating costs, or competitive position. 33 Table of Contents We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, prospects, financial condition and results of operations and also our reputation.
We do not believe, however, that pending environmental regulatory developments in this area will have a material effect on our capital expenditures or otherwise materially adversely affect its operations, operating costs, or competitive position. 32 Table of Contents We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, prospects, financial condition and results of operations and also our reputation.
We may be subject to product liability that could result in significant direct or indirect costs, which could materially and adversely affect our business, financial condition and results of operations. Our self-driving technology presents the risk of significant injury, including fatalities.
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.
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. 40 Table of Contents 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.
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. 39 Table of Contents 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.
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, lidars, vehicle electronic control units, and automotive radar sensors.
For example, the Aurora Driver relies on single source suppliers for several components including GPU microchips which we use for artificial intelligence / machine learning, lidars, vehicle electronic control units, and automotive radar sensors.
If the services contemplated by the agreement with Continental are not performed, including by reason of termination of the agreement, or if Continental 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 the services contemplated by the agreement with AUMOVIO are not performed, including by reason of termination of the agreement, or if AUMOVIO 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.
Any problems with our third-party cloud hosting providers could result in lengthy interruptions in our business. 23 Table of Contents We are subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software and partners’ and end-customers’ data processed by us or third-party vendors or suppliers and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent us from effectively operating our business.
Any problems with our third-party cloud hosting providers could result in lengthy interruptions in our business. 22 Table of Contents We are subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software and partners’ and end-customers’ data processed by us or third-party vendors or suppliers and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent us from effectively operating 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. 38 Table of Contents 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.
Even if we are successful in defending against these claims, litigation could result in substantial costs and demands on resources and management’s attention. 37 Table of Contents 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.
Included on our balance sheet as of December 31, 2024 and December 31, 2023 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our public and private placement warrants as well as shares issued to Reinvent Sponsor Y LLC, a Cayman Islands limited liability company (the “Sponsor”) with price-based vesting criteria.
Included on our balance sheet as of December 31, 2025 and December 31, 2024 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our public and private placement warrants as well as shares issued to Reinvent Sponsor Y LLC, a Cayman Islands limited liability company (the “Sponsor”) with price-based vesting criteria.
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. 45 Table of Contents We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to their holders, thereby making public warrants worthless.
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. 44 Table of Contents We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to their holders, thereby making public warrants worthless.
Unfavorable changes in any of the above or other factors, including around the total addressable market and market opportunity, most of which are beyond our control, could materially and adversely affect our business, prospects, financial condition and results of operations. 22 Table of Contents As part of growing our business, we have in the past and may in the future make acquisitions.
Unfavorable changes in any of the above or other factors, including around the total addressable market and market opportunity, most of which are beyond our control, could materially and adversely affect our business, prospects, financial condition and results of operations. 21 Table of Contents As part of growing our business, we have in the past and may in the future make acquisitions.
Any of these results could materially and adversely affect our business, financial condition and results of operations. 24 Table of Contents Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security, which could result in loss of confidence in us and our products and harm our business.
Any of these results could materially and adversely affect our business, financial condition and results of operations. 23 Table of Contents Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security, which could result in loss of confidence in us and our products and harm our business.
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 shall be deemed to have notice of and consented to this provision.
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.
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. 29 Table of Contents While we plan to obtain components from multiple sources whenever it is desirable and permissible under the Strategic Partnership Agreement, in addition to Continental, as it relates to the Aurora Driver, some of the other components used in our hardware and technology will be purchased from single suppliers.
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. 28 Table of Contents While we plan to obtain components from multiple sources whenever it is desirable and permissible under the Strategic Partnership Agreement, in addition to 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.
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. 34 Table of Contents 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.
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. 33 Table of Contents 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.
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. 42 Table of Contents Future resales of common stock may cause the market price of our securities to drop significantly, even if our business is doing well.
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. 41 Table of Contents Future resales of common stock may cause the market price of our securities to drop significantly, even if our business is doing well.
Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs. 39 Table of Contents 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.
Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs. 38 Table of Contents 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.
There is a risk of potential disputes between Aurora and Continental, as well as between Continental 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.
There is a risk of potential disputes between Aurora and AUMOVIO, as well as between AUMOVIO 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.
If Continental 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.
If AUMOVIO 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.
If we lose Continental 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.
If we lose AUMOVIO 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.
The Strategic Partnership Agreement provides that we will pay Continental 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.
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.
As a result, 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.
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 one or more of our competitors broadly commercialize their self-driving technology before we do, develop superior technology, or are perceived to have better technology, our business prospects and financial performance would be adversely affected. • Our services and technology may not be accepted and adopted by the market at the pace we expect or at all. • We may require significantly more capital investment to run our business than previously expected. • It is possible that Aurora’s self-driving unit economics do not materialize as expected. • We are highly dependent on the services of our senior management team, without which we may not be able to successfully implement our business strategy. • Our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders. • We may experience difficulties in managing our growth and expanding our operations. • Our operating and financial results projections that were previously provided rely in large part upon assumptions and analyses developed by us.
If one or more of our competitors broadly commercialize their self-driving technology before we do, develop superior technology, or are perceived to have better technology, our business prospects and financial performance would be adversely affected. • Our services and technology may not be accepted and adopted by the market at the pace we expect or at all. • We may require significantly more capital investment to run our business than currently expected. • It is possible that Aurora’s self-driving unit economics do not materialize as expected. • We are highly dependent on the services of our senior management team, without which we may not be able to successfully implement our business strategy. • Our future capital needs may require us to sell additional equity or debt securities that may dilute or subordinate our stockholders. • We may experience difficulties in managing our growth and expanding our operations. • Our operating and financial projections rely in large part upon assumptions and analyses developed by us.
As such, this model may present unpredictable challenges associated with third-party dependency which could materially and adversely affect our business, financial condition and results of operations. 19 Table of Contents It is possible that Aurora’s self-driving unit economics do not materialize as expected, in particular as we transition to our Driver as a Service model.
As such, this model may present unpredictable challenges associated with third-party dependency which could materially and adversely affect our business, financial condition and results of operations. It is possible that Aurora’s self-driving unit economics do not materialize as expected, in particular as we transition to our Driver as a Service model.
Urmson may adversely affect our brand, relationship with partners or standing in the industry. Our success similarly hinges on the ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including software, hardware, systems engineering, automotive, safety, operations, design, finance, marketing, and support personnel.
Urmson may adversely affect our brand, relationship with partners or standing in the industry. 19 Table of Contents Our success similarly hinges on the ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including software, hardware, systems engineering, automotive, safety, operations, design, finance, marketing, and support personnel.
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, Stack AV and Intel Mobileye are investing heavily in building this technology.
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 Mobileye are investing heavily in building this technology.
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. 37 Table of Contents In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how.
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.
In addition, our competitors may design around our issued patents, which could materially and adversely affect our business, financial condition and results of operations. 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 addition, our competitors may design around our issued patents, which could materially and adversely affect our business, financial condition and results of operations. 36 Table of Contents 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.
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. 44 Table of Contents The dual class structure of our common stock has the effect of concentrating voting control with the Aurora Founders.
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.
There can be no assurance that we will be able to raise additional capital on acceptable terms or at all. We may experience difficulties in managing our growth and expanding our operations. We expect to experience significant growth in the scope and nature of our operations.
There can be no assurance that we will be able to raise additional capital on acceptable terms or at all. 20 Table of Contents We may experience difficulties in managing our growth and expanding our operations. We expect to experience significant growth in the scope and nature of our operations.
We may be subject to claims if our technology is involved in an accident 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.
We may be subject to claims if our technology is involved in a collision 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.
The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time, and we may face difficulties and delays in identifying, responding to, and otherwise addressing security breaches and incidents.
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.
Pursuant to the Strategic Partnership Agreement, Aurora and Continental are each subject to defined and limited exclusivity periods, subject to various exclusions and early termination triggers.
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.
We believe this firsthand experience will help us to harden our operational processes, service level agreements, 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.
We believe this firsthand experience will help us to harden our operational processes, improve service 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.
We cannot be sure that the systems upon which we rely, including those of our third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned, and our third-party vendors or suppliers may also experience cyber incidents caused by software bugs and other technical errors, disasters, insiders, or malicious third parties.
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 in the future experience cyber incidents caused by software bugs and other technical errors, disasters, insiders, or malicious third parties.
Beyond the net proceeds raised in the 2024 Public Offering (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.
Beyond the net proceeds raised in the ATM Program (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.
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 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; • poor performance or fluctuations of the Autonomy Performance Indicator; • 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; 43 Table of Contents • 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; • 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 (such as the COVID-19 pandemic), natural disasters, war (including Russia’s actions in Ukraine and the conflicts in the Middle East), acts of terrorism or responses to these events.
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; 42 Table of Contents • 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.
Redemption of the outstanding warrants as described above could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your 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 your warrants.
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.
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. 13 Table of Contents The following summary risk factors and other information included in this Annual Report should be carefully considered.
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, Inc. and its subsidiaries. 13 Table of Contents The following summary risk factors and other information included in this Annual Report should be carefully considered.
The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, market or competitors.
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.
We base our estimates upon a number of assumptions that are inherently subject to significant business and economic uncertainties and contingencies, many of which are beyond our control. Our estimates therefore may prove inaccurate, causing the actual amount to differ from our estimates.
We use various estimates in formulating our business plans. We base our estimates upon a number of assumptions that are inherently subject to significant business and economic uncertainties and contingencies, many of which are beyond our control. Our estimates therefore may prove inaccurate, causing the actual amount to differ from our estimates.
Once we commercialize 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.
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.
Early in our commercialization, we intend to own or lease and operate a limited fleet and will invest in self-driving system hardware, base vehicles, and commercial facilities (such as freight terminals).
Early in our commercialization, we intend to own or lease and operate an initial fleet and will invest in self-driving system hardware, base vehicles, and commercial facilities (such as freight terminals).
Geopolitical conflicts and tensions may also increase our risks from cyber-attacks, security breaches or incidents. 25 Table of Contents We are assessing the continually evolving privacy, data protection and cybersecurity regimes and measures we believe are appropriate in response.
Geopolitical conflicts and tensions have increased and may in the future increase our risks from cyber-attacks, security breaches or incidents. 24 Table of Contents We are assessing the continually evolving privacy, data protection and cybersecurity regimes and measures we believe are appropriate in response.
As of December 31, 2024, we had warrants to purchase an aggregate of 21 million shares of our Class A common stock outstanding, comprising 12 million public warrants and 9 million private placement warrants. These warrants became exercisable 30 days after the completion of the Merger.
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.
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.
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.
Therefore, the full impact of these obligations on our business is rapidly evolving across jurisdictions and remains uncertain at this time. We may also be affected by cyber-attacks and other security breaches or incidents, including other means of gaining unauthorized access to our technology, systems, and data.
Therefore, the full impact of these obligations on our business is rapidly evolving across jurisdictions and remains uncertain at this time. We are at risk of cyber-attacks and other security breaches or incidents, including other means of gaining unauthorized access to our technology, systems, and data.
If you do not exercise your warrants in connection with a redemption, including because you are unaware that such warrants are being redeemed, you would only receive the nominal redemption price for your warrants.
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.
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, 2024, we had 1,383 million shares of our Class A common stock and 350 million shares of our Class B common stock outstanding.
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.
Under such announced policies, the dual-class 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 attempt to track those indices would not invest in our Class A common stock.
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.
Similarly, our partners could be subjected to claims as a result of such accidents 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.
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.
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.
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.
Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed.
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.
Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution by one or more taxing authorities could have a material impact on the results of our operations. Our ability to utilize our net operating loss carryforwards may be limited.
In addition, we may be subject to income tax audits by various tax jurisdictions. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution by one or more taxing authorities could have a material impact on the results of our operations.
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.
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.
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.
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.
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. 36 Table of Contents 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, 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.
Geopolitical events such as Russia’s actions in Ukraine and the conflicts in the Middle East may 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.
Geopolitical events have increased and may in the future 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.
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.
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, achieving profitability may take longer than we currently expect or may never occur.
As of December 31, 2024, we had estimated U.S. federal and state net operating loss carryforwards of $2,029 million and $2,715 million, respectively. Our U.S. federal and state net operating loss carryforwards subject to expiration will begin to expire in 2036 and 2029, respectively.
Our ability to utilize our net operating loss carryforwards may be limited. As of December 31, 2025, we had estimated U.S. federal and state net operating loss carryforwards of $2,688 million and $3,142 million, respectively. Our U.S. federal and state net operating loss carryforwards subject to expiration will begin to expire in 2036 and 2029, respectively.
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.
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.
These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.
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.
Since it is more capital-intensive for us to own or lease and operate our own fleet of vehicles, any delay in the transition to the Driver as a Service model will require additional investments of capital and could mean we may not be able to reach scale as quickly as we have previously anticipated.
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. 18 Table of Contents Since it is more capital-intensive for us to own or lease and operate our own fleet of vehicles, any delay in the transition to the Driver as a Service model will require additional investments of capital and could mean we may not be able to reach scale as quickly as we have previously anticipated.
On April 26, 2023, we entered into the Strategic Partnership Agreement with Continental, which was amended and restated on September 27, 2023. Pursuant to the Strategic Partnership Agreement, Continental 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.
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.
For more information, see below for more detailed descriptions of each risk factor. • Self-driving technology is an emerging technology, and we face significant technical challenges to commercialize our technology. • We have incurred net losses since our inception, and we expect to incur significant expenses and continuing losses for the foreseeable future. • Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. • It is possible that our technology will have more limited performance or technology development and commercialization may take us longer to complete than is currently projected. • Our progress and performance metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics and metrics and values that are below expectations could materially and adversely affect our business, prospects, financial condition and results. • We operate in a highly competitive market and some market participants have substantially greater resources.
For more information, see below for more detailed descriptions of each risk factor. • Self-driving technology is an emerging technology, and we face significant technical challenges to commercialize our technology. • We have incurred net losses since our inception, and we expect to incur significant expenses and may not be able to achieve, or maintain profitability. • Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. • It is possible that our technology will have more limited performance or technology development, and as a result commercial scalability and profitability may take us longer to complete than is currently projected. • We operate in a highly competitive market and some market participants have substantially greater resources.
We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on the accuracy of our reporting, business relationships, reputation and financial results. 21 Table of Contents Our operating and financial results projections that were previously provided rely in large part upon assumptions and analyses developed by us.
We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on the accuracy of our reporting, business relationships, reputation and financial results.
We have incurred net losses since our inception, and we expect to incur significant expenses and continuing losses for the foreseeable future. We have incurred net losses on an annual basis since our inception. During the twelve months ended December 31, 2024 and 2023, w e incurred net losses of $748 million and $796 million, respectively.
We have incurred net losses since our inception, and we expect to incur significant expenses and may not be able to achieve, or maintain, profitability. We have incurred net losses on an annual basis since our inception. During the twelve months ended December 31, 2025 and 2024, w e incurred net losses of $816 million and $748 million, respectively.
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.
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.
Legislation has also been introduced in some U.S. states that proposed to prohibit and/or condition the use of Chinese-origin lidar in autonomous vehicles.
BIS is expected to pursue a similar rule making to address trucks and buses in the near future. Legislation has also been introduced in some U.S. states that proposed to prohibit and/or condition the use of Chinese-origin lidar in autonomous vehicles.
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), could materially and adversely affect our business, financial condition and results of operations.
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, 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.
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.
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.
In the future, 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.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAurora’s Information Security team reports to and is led by our Vice President, Head of Security Engineering, who is responsible for structuring and driving all cybersecurity initiatives at Aurora.
Biggest changeAurora’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.
However, as of December 31, 2024, 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.
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.
Our Vice President, Head of Security Engineering 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.
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.
We also perform periodic assessments and audits internally and also leverage third party experts, and 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 safeguards.
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 46 Table of Contents safeguards.
This individual regularly reports cybersecurity progress to our Board of Directors, as well as senior leadership across the Company. 47 Table of Contents 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.
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.
Added
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.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters is located in Pittsburgh, Pennsylvania, where we lease approximately 556,000 square feet of office and industrial space pursuant to leases that expire between 2025 and 2035. Our Pittsburgh facilities contain research and development and general and administrative functions.
Biggest changeItem 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 lease other office and industrial facilities in San Francisco, California; Dallas/Fort Worth, Texas; El Paso, Texas; Houston, Texas; Seattle, Washington; Livonia, Michigan and Louisville, Colorado. 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. 48 Table of Contents
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.
Removed
We lease two test track facilities in Pittsburgh of approximately 56 acres pursuant with the leases set to expire in 2025 and 2026. We lease approximately 111,000 square feet of office and industrial space in Mountain View, California and approximately 78,000 square feet of office and industrial space in Bozeman, Montana.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, 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. 49 Table of Contents PART II
Biggest changeHowever, 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. 47 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed6 unchanged
Biggest changeThe 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, 2024 with (ii) the cumulative total return of the S&P 500 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.
Biggest changeThe 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.
Issuer Purchases of Equity Securities None. 50 Table of Contents 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.
Issuer Purchases of Equity Securities None. 48 Table of Contents 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.
As of February 7, 2025, there were 2 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.
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.
Holders As of February 7, 2025 there were 67 holders of record of our Class A common stock and 24 holders of record of our Class B common stock.
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

35 edited+12 added−11 removed16 unchanged
Biggest changeComparison of the Twelve Months Ended December 31, 2023 to the Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, $ Change % Change (in millions, except for percentages) 2023 2022 Collaboration revenue $ — $ 68 $ (68) n/m (1) Operating expenses: Research and development 716 677 39 6 % Selling, general and administrative 119 129 (10) (8) % Goodwill impairment — 1,114 (1,114) n/m (1) Total operating expenses 835 1,920 (1,085) (57) % Loss from operations (835) (1,852) 1,017 (55) % Other income (expense): Change in fair value of derivative liabilities (20) 114 (134) (118) % Other income, net 59 15 44 293% Loss before income taxes (796) (1,723) 927 (54) % Income tax expense — — — n/m (1) Net loss $ (796) $ (1,723) $ 927 (54) % (1) Not meaningful.
Biggest changeOur operating results could be materially impacted by these changes and other changes in the overall macroeconomic environment and other economic factors. 51 Table of Contents 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.
Cash Flows (Used in) Provided by Investing Activities 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.
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.
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.
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.
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.
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.
We plan to first launch Aurora Driver for Freight, our driverless trucking subscription service, 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 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.
Cash used for purchases of property and equipment were $34 million, $15 million and $15 million in the twelve months ended December 31, 2024, 2023 and 2022, respectively.
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.
Throughout commercialization, we expect to earn revenue on a fee per mile basis. We intend to partner with OEMs, Tier 1 automotive suppliers, fleet operators, and other third parties to commercialize and support Aurora Driver-powered vehicles.
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.
Commitments under operating lease contracts are detailed within Note 9 – Leases to our consolidated financial statements included elsewhere in this Annual Report. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP.
Commitments under operating lease contracts are detailed within Note 8 – Leases to our consolidated financial statements included elsewhere in this Annual Report. 54 Table of Contents Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP.
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 in-process research and development (“IPR&D”) from the Company’s historical acquisitions.
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.
The carrying value of goodwill was $- as of December 31, 2024 and December 31, 2023. 56 Table of Contents 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.
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.
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, the Russia-Ukraine war, and the conflicts in the Middle East have led to economic uncertainty and volatility globally.
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.
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. Corporate History and Background On November 3, 2021 (the “Closing Date”), Aurora Innovation, Inc.
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.
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.
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. 52 Table of Contents 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.
Selling, general and administrative expenses included non-cash stock-based compensation of $21 million and $19 million in the twelve months ended December 31, 2023 and 2022, respectively.
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.
Research and development expenses included non-cash stock-based compensation of $139 million and $137 million in the twelve months ended December 31, 2023 and 2022, respectively.
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.
Treasury securities as well as corporate bonds. We have incurred negative cash flows from operating activities and significant losses from operations in the past. We expect to continue to incur operating losses and that we will need to opportunistically raise additional capital to support the continued development and commercialization of the Aurora Driver.
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.
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 Goodwill Goodwill represents the excess purchase consideration of acquired businesses over the estimated fair value of the net assets acquired.
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.
Liquidity and Capital Resources As of December 31, 2024, our principal sources of liquidity were $211 million of cash and cash equivalents and $1,012 million of short-term investments, exclusive of restricted cash of $16 million. Cash and cash equivalents primarily consist of money market funds and U.S. Treasury securities as well as commercial paper. Investments consist of primarily U.S.
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.
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. 53 Table of Contents 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.
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.
Net cash provided by investing activities increased by $860 million in the twelve months ended December 31, 2023 from $852 million of net cash used in the twelve months ended December 31, 2022 primarily due to the net purchases of short-term investments in the comparative period.
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.
Cash Flows Cash flows for the periods were as follows (in millions): Twelve Months Ended December 31, 2024 2023 2022 Net cash used in operating activities $ (611) $ (598) $ (508) Net cash (used in) provided by investing activities (172) 8 (852) Net cash provided by financing activities 492 831 11 Net (decrease) increase (291) 241 (1,349) Cash, cash equivalents, and restricted cash at beginning of the period 518 277 1,626 Cash, cash equivalents, and restricted cash at end of the period $ 227 $ 518 $ 277 Cash Flows Used in Operating Activities 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 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.
Other income (expense) The change in fair value of derivative liabilities resulted in expense of $20 million and income of $114 million in the twelve months ended December 31, 2023 and 2022, respectively, primarily due to the change in the market price for the underlying instrument. 54 Table of Contents Other income, net was $59 million in the twelve months ended December 31, 2023, compared to $15 million in the twelve months ended December 31, 2022, primarily due to an increase in interest income earned on cash equivalents and investments.
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.
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.
In addition, geopolitical instability and related sanctions could continue to have significant ramifications on global financial markets, including volatility in the United States.
We believe this approach will enable us to target and transform the transportation landscape, including trucking, passenger mobility, and local goods delivery market.
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 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, 2024, 2023 and 2022.
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.
Cash Flows Provided by Financing Activities 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. 55 Table of Contents Net cash provided by financing activities increased by $820 million in the twelve months ended December 31, 2023 from $11 million for the twelve months ended December 31, 2022 due to net proceeds received from the Private Placement and Public Offering.
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.
On the Closing Date, the Company changed its name from Reinvent Technology Partners Y to Aurora Innovation, Inc. Aurora’s Business Aurora is developing 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.
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.
During the start of commercialization, though, we expect to briefly operate our own logistics and mobility services, where we own or lease and operate a small fleet of vehicles equipped with our Aurora Driver. This level of control is useful during early commercialization as we define operational processes and playbooks for our partners.
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.
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.
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.
Net cash used in operating activities increased by $90 million in the twelve months ended December 31, 2023 from $508 million for the twelve months ended December 31, 2022 primarily due to receipts in the comparative period of the final payments under the collaboration project plan with Toyota.
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.
The Company has entered into a contract for cloud hosting services under which non-cancelable future minimum payments as of December 31, 2024 are: $64 million for 2025, $38 million for 2026, $0 million for 2027, and $0 million for 2028.
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.
IPR&D assets are reviewed for impairment considerations annually on December 31, or whenever events or circumstances indicate that the carrying amounts may not be recoverable.
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.
From there, we 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), our driverless ride hailing subscription service, and in the longer-term the local goods delivery market. 52 Table of Contents Significant Events and Transactions Public Offering 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.
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.
Selling, general and administrative expenses decreased by $10 million, or 8%, to $119 million in the twelve months ended December 31, 2023 from $129 million in the twelve months ended December 31, 2022, primarily driven by a decrease in insurance costs.
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.
Operating expenses Research and development expenses increased by $39 million, or 6%, to $716 million in the twelve months ended December 31, 2023 from $677 million in the twelve months ended December 31, 2022, primarily driven by an increase in personnel and software development costs, partially offset by a decrease in hardware development costs.
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.
Removed
(f/k/a Reinvent Technology Partners Y and referred to herein as the “Company”), consummated a business combination with Aurora Innovation Holdings, Inc., a Delaware corporation (f/k/a Aurora Innovation, Inc. and referred to herein as “Legacy Aurora”), and RTPY Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), pursuant to an Agreement and Plan of Merger dated July 14, 2021 (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”), by and among the Company, Legacy Aurora and Merger Sub.
Added
This level of control is useful during early commercialization as we define operational processes and playbooks for our partners.
Removed
Pursuant to the terms of the Merger Agreement, a business combination between the Company and Legacy Aurora was effected through the merger of Merger Sub with and into Legacy Aurora, with Legacy Aurora continuing as the surviving company and as a wholly-owned subsidiary of the Company.
Added
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.
Removed
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.
Added
Supplementing our strategic partnerships, in 2025 we began a truck program to support our commercialization strategy by providing customers with greater driverless capacity.
Removed
Future success will be dependent on our ability to execute against our product roadmap to launch Aurora Driver for Freight.
Added
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. 50 Table of Contents 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”).
Removed
Collaboration revenue Collaboration revenue was $68 million in the twelve months ended December 31, 2022 under the collaboration project plan with Toyota Motor Corporation.
Added
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.
Removed
As of December 31, 2022, the Company had recognized all revenue associated with cash payments received under the collaboration project plan and, as a result, no revenue was recognized during the twelve months ended December 31, 2023.
Added
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.
Removed
The Company recognized goodwill impairment of $1,114 million during the twelve months ended December 31, 2022 as a result of goodwill impairment assessments performed due to significant declines in the market price of the Company’s Class A common stock and its market capitalization. No goodwill impairment was recorded during the twelve months ended December 31, 2023.
Added
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.
Removed
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.
Added
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.
Removed
Goodwill is not amortized but is evaluated for impairment annually on December 31, or whenever events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of goodwill exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of goodwill over its implied fair value.
Added
Non-cash stock based compensation in cost of revenue was not significant.
Removed
During the second and fourth quarters of 2022, the market price of the Company’s Class A common stock and its market capitalization declined significantly. As a result, the Company determined that triggering events had occurred and goodwill impairment assessments were performed.
Added
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.
Removed
The Company utilized a market approach valuation method utilizing the observable market price of the Company’s Class A common stock as it represented the best evidence of the fair value of its reporting unit. Based on the results of the goodwill impairment assessment, the Company recognized a $1,114 million goodwill impairment during the twelve months ended December 31, 2022.
Added
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. 53 Table of Contents 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.
Added
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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−1 removed1 unchanged
Biggest changeWe 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. Inflation Risk We do not believe that inflation has had a material effect on our business, financial condition or results of operations, other than its impact on the general economy.
Biggest changeWe 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. 55 Table of Contents
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, and inflation, as well as risks to the availability of funding sources, hazard events, and specific asset risks.
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.
Removed
Nonetheless, if our costs were to become subject to inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations. 57 Table of Contents

Other AUROW 10-K year-over-year comparisons