What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-14 compared with 2024-02-15 · 95 added, 172 removed, 570 unchanged (32% of the section changed)

13 unchanged sentences

We have audited the accompanying consolidated balance sheets of Aurora Innovation, Inc.

and its subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audit.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinions.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

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These procedures included testing the effectiveness of controls relating to research and development costs.

These procedures also included, among others, testing the accuracy and completeness of research and development costs, on a sample basis, which included tracing relevant information to the underlying contract, purchase orders, invoices received, and information received from certain third-party service providers, where applicable.

/s/ Pricewaterhouse Coopers

These procedures also included, among others, (i) testing the accuracy and completeness of research and development costs on a sample basis, which included tracing relevant information to the underlying contract, purchase orders, invoices received, and information received from certain third-party service providers, where applicable, and (ii) developing an independent expectation of payroll expense based on headcount and salary information and comparing to payroll expenses recorded by management, and evaluating the classification of payroll expense to research and development costs.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania

5 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Aurora Innovation, Inc.

and subsidiaries (the Company) as of December 31, 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with U.S.

We have audited the accompanying consolidated balance sheet of Aurora Innovation, Inc.

and subsidiaries (the Company) as of December 31, 2022, the related consolidated statement of operations, comprehensive loss, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements).

generally accepted accounting principles.

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These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

We served as the Company’s auditor from 2018 to 2023.

Santa Clara, California

February 21, 2023

February 21, 2023 except for Note 14, as to which the date is February 14, 2025

Aurora Innovation, Inc.

27 unchanged sentences

Additional paid-in capital

Accumulated other comprehensive loss 1 ( 2 )

Accumulated other comprehensive income

Accumulated deficit

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Change in fair value of derivative liabilities ( 24 ) ( 20 ) 114

Other income (expense), net

Other income, net

Loss before income taxes

( 748 ) ( 796 ) ( 1,723 )

Income tax benefit

Income tax expense

$ ( 748 ) $ ( 796 ) $ ( 1,723 )

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$ ( 748 ) $ ( 796 ) $ ( 1,723 )

Other comprehensive income (loss):

Other comprehensive income:

Unrealized gain (loss) on investments

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(in millions, except per share data)

Redeemable convertible

preferred stock Common stock Additional

Common stock Additional

paid-in capital

comprehensive

loss Accumulated

(loss) income

deficit Total

stockholders’

equity (deficit)

Shares Amount Shares Amount

Shares Amount

Balance as of December 31, 2021

1,123 $ — $ 4,433 $ — $ ( 1,091 ) $ 3,342

Issuance of Series U-1 redeemable convertible preferred stock at $ 9.06 per share for acquisitions

110 1,000 — — — — — —

Issuance of Series U-2 redeemable convertible preferred stock at $ 9.06 per share, net of issuance costs of $ 2

45 398 — — — — — —

Equity issued for acquisitions — — 258 — 946 — — 946

Conversion of redeemable convertible preferred stock into common stock with the Merger ( 445 ) ( 2,161 ) 445 — 2,161 — — 2,161

Issuance of common stock upon the Merger, net of issuance costs — — 129 — 1,041 — — 1,041

Equity issued under incentive compensation plans 43 — 11 — — 11

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Equity issued under incentive compensation plans 57 — 6 — — 6

Issuance of common stock in private placement, net of issuance costs

222 — 584 — — 584

Issuance of common stock in public offering, net of issuance costs

84 — 244 — — 244

Stock-based compensation

— — 160 — — 160

Comprehensive loss

Comprehensive income (loss)

— — — 3 ( 796 ) ( 793 )

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Equity issued under incentive compensation plans 70 — 28 — — 28

Issuance of common stock in the Private Placement, net of issuance costs — — 222 — 584 — — 584

Issuance of common stock in the Public Offering, net of issuance costs — — 84 — 244 — — 244

Issuance of common stock in public offering, net of issuance costs

134 — 466 — — 466

Stock-based compensation

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Change in fair value of derivative liabilities 24 20 ( 114 )

Non-cash severance

Change in deferred tax asset valuation allowance

Accretion of discount on investments

( 28 ) ( 28 ) —

Other operating activities ( 1 ) — ( 3 )

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( 34 ) ( 15 ) ( 15 )

Net cash acquired in acquisitions

Purchases of short-term investments

Purchases of investments

( 1,030 ) ( 1,297 ) ( 1,610 )

Maturities of short-term investments 1,320 773 —

Other investing activities — — 4

Net cash provided by (used in) investing activities

Maturities of investments

892 1,320 773

Net cash (used in) provided by investing activities

( 172 ) 8 ( 852 )

Cash flows from financing activities

Proceeds from issuance of common stock

Proceeds from issuance of Series U-2 preferred stock, net

Proceeds from the Merger, net of transaction costs — — 1,134

Other financing activities

1 unchanged sentence

Net cash provided by financing activities

Net increase (decrease) in cash, cash equivalents, and restricted cash

Net (decrease) increase in cash, cash equivalents, and restricted cash

( 291 ) 241 ( 1,349 )

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Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents are deposits and highly liquid investments that are readily convertible to known amounts of cash and are subject to insignificant risk of change include due to interest rate, quoted price, or penalty of withdrawal.

Cash and cash equivalents are deposits and highly liquid investments that are readily convertible to known amounts of cash and are subject to insignificant risk of change including due to interest rate, quoted price, or penalty of withdrawal.

Treasury securities with a maturity, when purchased, of 90 days or less are considered to be cash equivalents.

Restricted cash consists of funds that are contractually restricted as to usage or withdrawal, typically due to the Company’s operating lease agreements.

Due to these restrictions, the Company has presented restricted cash separately from cash and cash equivalents on the balance sheet.

Due to these restrictions, the Company has presented restricted cash separately from cash and cash equivalents on the balance sheet within other current assets and other assets on the consolidated balance sheet.

Short-term and Long-term Investments

The Company’s short-term and long-term investments in U.S.

Treasury securities and corporate bonds have been classified and accounted for as available-for-sale.

The Company measures short-term investments at fair value on a recurring basis based on quoted market prices, and unrealized gains and losses, net of taxes, are included in other comprehensive loss.

Treasury securities, commercial paper, and corporate bonds have been classified and accounted for as available-for-sale.

The Company measures short-term and long-term investments at fair value on a recurring basis based on quoted market prices, and unrealized gains and losses, net of taxes, are included in other comprehensive loss.

Upon sale, realized gains and losses are recognized in other income (expense), net on the statements of operations.

No impairment losses have been recognized on short-term investments in the periods presented.

The Company’s short-term investments in securities with a maturity, when purchased, of 90 days or less are considered highly liquid investments and are reported as cash equivalents.

No impairment losses have been recognized on short-term and long-term investments in the periods presented.

Fair Value Measurements

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Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.

Our primary financial instruments include cash, cash equivalents, restricted cash, short-term investments, accounts payable, accrued liabilities, and derivative liabilities.

Our primary financial instruments include cash, cash equivalents, restricted cash, investments, accounts payable, accrued liabilities, and derivative liabilities.

For the financial instruments not measured at fair value on a recurring basis, their estimated fair value approximates their carrying value due to the short-term maturities of these instruments.

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The discount rates utilized to measure operating lease liabilities are generally based on estimates of the Company’s incremental borrowing rate, as the discount rates implicit in lease agreements cannot be readily determined.

Business Combinations

The Company allocates the fair value of purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values.

The excess of the fair value of purchase consideration over the net assets acquired is recorded as goodwill.

Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all necessary information is received, and is not to exceed one year from the acquisition date.

Impairment of Goodwill, Acquired Intangible Assets and Long-Lived Assets

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Acquired intangible assets primarily consist of one asset class of in-process research and development (“IPR&D”) from the Company’s historical acquisitions.

As of December 31, 2024, these assets had an indefinite useful life.

IPR&D assets that have not been completed are subject to impairment considerations annually on December 31, or whenever events or circumstances indicate that the carrying amounts may not be recoverable.

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The liabilities are measured at fair value on a recurring basis with any changes in fair value reflected in the statement of operations until the warrants are exercised, redeemed, or expire.

On November 3, 2021, the Company consummated a business combination with Legacy Aurora and RTPY Merger Sub Inc.

pursuant to an Agreement and Plan of Merger dated July 14, 2021 (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”).

The Company accounts for shares held by Reinvent Sponsor Y LLC (the “Sponsor”) not forfeited under the terms of the Merger Agreement and subject to price based vesting terms (the “Earnout Shares”) as derivative liabilities .

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Cash and cash equivalents deposited with domestic commercial banks generally exceed the Federal Deposit Insurance Corporation insurable limit, though the Company has not experienced any credit losses on its deposits.

Recently Adopted Accounting Standards

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No.

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The updated standard is effective for the Company’s fiscal 2024 annual period and interim periods beginning in the first quarter of fiscal 2025.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance and the timing of adoption.

Segment for the Company’s disclosures for this standard.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740):

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The Company is currently evaluating the impact of this guidance.

On November 3, 2021, Aurora consummated the Merger with Legacy Aurora.

In connection with the Merger, issued and outstanding shares of Legacy Aurora common stock converted into shares of Aurora common stock and outstanding Legacy Aurora equity awards converted into Aurora equity awards based on the exchange ratio of approximately 2.1708 (the “Exchange Ratio”), based on the following events contemplated by the Merger Agreement:

• the cancellation and conversion of all 205 million issued and outstanding shares of Legacy Aurora redeemable convertible preferred stock into 205 million shares of Legacy Aurora common stock;

• the surrender and exchange of all 458 million shares of Legacy Aurora common stock, including shares of Legacy Aurora common stock resulting from the conversion of Legacy Aurora redeemable convertible preferred stock, were converted to 995 million shares of Aurora common stock, as adjusted by the Exchange Ratio;

• the cancellation and surrender of all 38 million granted and outstanding vested and unvested Legacy Aurora stock options, which were converted into 82 million Aurora stock options to purchase shares of Aurora common stock with the same terms and vesting conditions, as adjusted by the Exchange Ratio;

• the cancellation and exchange of all 16 million granted and outstanding vested and unvested Legacy Aurora RSUs, which were converted into 35 million Aurora RSUs for shares of Aurora common stock with the same terms and vesting conditions, as adjusted by the Exchange Ratio.

The other related events that occurred concurrent with the Merger are summarized below:

• the Company sold 100 million shares of Aurora common stock for aggregate proceeds of $ 1,000 million to certain institutional and accredited investors (the “PIPE Investment”);

• the 7 million issued and outstanding shares of Aurora common stock beneficially held by the Sponsor became subject to transfer restrictions and contingent forfeiture provisions upon the Merger (the “Earnout Shares”), of which 2 million of the Earnout Shares became subject to time-based provisions and 5 million of the Earnout Shares became subject to time- and market-based provisions;

see Note 8 – Equity Incentive Plans for more information;

• the public holders of 76 million shares of Aurora common stock exercised their redemption feature resulting in an aggregate payment of $ 755 million (the “Redemption”).

After giving effect to the Merger and other related events described above, the number of shares of Aurora common stock issued and outstanding subsequent to the Merger was as follows (in millions):

Aurora common stock, prior to redemptions 98

Redemption of Aurora common stock ( 76 )

Aurora common stock, net of redemptions 22

Sponsor shares including Earnout Shares 7

PIPE Investment 100

Total shares of Aurora common stock, prior to the Merger 129

Shares issued in exchange in the Merger 995

Total shares of Aurora common stock, subsequent to the Merger 1,124

In connection with the Merger, the Company raised net proceeds of $ 1,223 million including $ 1,000 million from the PIPE Investment, and $ 223 million of cash held in the trust account from its initial public offering.

The proceeds were net of $ 755 million paid in relation with the Redemption and $ 49 million of costs incurred prior to the Merger.

In connection with the Merger, Legacy Aurora incurred $ 41 million in transaction costs consisting of banking, legal, and other professional fees, of which $ 36 million was recorded as a reduction to additional paid-in capital and $ 5 million was expensed in the consolidated statements of operations.

Total net cash proceeds to the Company were $ 1,134 million.

Reverse Recapitalization

The Merger was accounted for as a reverse recapitalization in accordance with GAAP.

Under this method of accounting, the Company is treated as the acquired company and the Merger is treated as the equivalent of Legacy Aurora issuing shares for the net assets of the Company, accompanied by a recapitalization.

The accounting acquirer was primarily determined based on Legacy Aurora shareholders having the largest voting interest in the post-combination company and the ability to appoint the majority of the members of the Board of Directors as well as Legacy Aurora management holding executive management roles in the post-combination company and are responsible for the day-to-day operations which are comprised of Legacy Aurora activities.

The net assets of the Company were recognized at historical cost as of the Closing Date, with no goodwill or other intangible assets recorded.

Operations and cash flows presented prior to the Closing Date represent are those of Legacy Aurora and the accumulated deficit of Legacy Aurora has been carried forward after the Closing Date.

All share and per share information presented have been adjusted to reflect the recapitalization on a retrospective basis for all periods presented.

Apparate USA LLC

On January 19, 2021, the Company acquired 100 % of the voting interests of Apparate USA LLC (“ATG”) which was a company developing self-driving technology.

The fair value of the consideration transferred for ATG was $ 1,916 million which consisted of non-cash equity consideration, including 110 million shares of redeemable convertible preferred stock and 252 million shares of common stock.

The redeemable convertible preferred stock was valued based on a concurrent purchase of the Company’s redeemable convertible preferred stock.

The common stock was valued based on its fair value as the acquisition date, as determined using an option pricing method model.

In January 2021, the Company paid $ 10 million relating to financial advisory fees with a former related party of which $ 8 million was recognized as transaction costs associated with the acquisition and $ 2 million was recorded as a reduction to redeemable convertible preferred stock as issuance costs in the twelve months ended December 31, 2021.

Including the financial advisory fees with a former related party, the total transaction costs associated with the acquisition were $ 15 million in the twelve months ended December 31, 2021 and were recorded in selling, general and administrative.

The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of the ATG acquisition (in millions):

Cash and cash equivalents

Property and equipment, net

Operating lease right-of-use assets

Acquisition related intangible assets

Related party payable

Operating lease liabilities

Other assets and (liabilities), net ( 19 )

The acquisition related intangible asset identified was IPR&D, which has an indefinite useful life as of the date of the acquisition.

The fair value of the IPR&D intangible asset was determined through a replacement cost approach, which identifies the costs that would be necessary to recreate the asset if the Company were to internally develop the acquired technology.

Significant unobservable inputs include overhead costs, profit margin, opportunity cost, and obsolescence.

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce, and is not deductible for tax purposes.

During the twelve months ended December 31, 2021, the Company recognized $ 8 million in non-cash severance paid by the former parent of ATG.

This amount was allocated from total equity consideration transferred.

Subsequent to the acquisition, the Company entered into a transition services agreement which expired during the first quarter of 2022.

Expenses incurred under the transition services agreement were not significant to the reporting periods.

OURS Technology, Inc.

On March 5, 2021, the Company acquired 100 % of the voting interests in OURS Technology, Inc.

(“OURS”), a silicon photonics company.

The Company has included the financial results of OURS in the condensed consolidated financial statements prospectively from the date of acquisition.

The fair value of the consideration transferred for OURS was $ 41 million, which consisted of the following (in millions):

Stock consideration

Assumed liabilities related to third-party expenses

Total fair value of consideration transferred

The non-cash stock consideration transferred comprised 6 million shares of common stock and was valued using an option pricing model as of the acquisition date.

As part of the OURS acquisition, the Company assumed certain OURS compensation agreements, including the conversion of certain shares of OURS restricted stock into rights to receive the Company’s restricted stock, and assuming certain stock options with an estimated fair value of $ 4 million.

For the stock options assumed, based on the service period related to the period prior to the OURS acquisition date, $ 2 million was allocated to the purchase price, and $ 2 million relating to post-acquisition services which will be recorded as operating expenses over the remaining requisite service periods.

The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of the OURS acquisition (in millions):

Acquisition related intangible assets

Deferred tax liability

The acquisition related intangible asset identified was IPR&D, which has an indefinite useful life as of the date of the acquisition.

Significant unobservable inputs include profit margin and opportunity cost.

In November 2024, the FASB issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses, which requires annual and interim disclosure of disaggregated disclosures of certain costs and expenses on the income statement.

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

Amendments are applied on a prospective basis with retrospective application permitted.

The Company is currently evaluating the impact of this guidance.

The changes in the carrying amount of goodwill were as follows (in millions):

2022 Goodwill impairment December 31,

2024 December 31,

Goodwill $ 1,114 $ 1,114

5 unchanged sentences

Based on the results, the Company recognized a $ 1,114 million goodwill impairment during the twelve months ended December 31, 2022.

Cash, Cash Equivalents and Investments

Cash, Cash Equivalents, Restricted Cash and Investments

Cash, cash equivalents and restricted cash were as follows (in millions):

22 unchanged sentences

Corporate bonds and notes

Level 2 152 24

Total short-term and long-term investments

Available-for-sale debt securities classified as long-term investments mature after one year and through two years.

The amortized cost, unrealized gains and losses, and fair value of available-for-sale debt securities were as follows (in millions):

$ 1,012 $ 847

The amortized cost, unrealized gains, and fair value of available-for-sale debt securities were as follows (in millions):

As of December 31, 2024

6 unchanged sentences

As of December 31, 2023

Amortized cost Unrealized losses Fair value

Amortized cost Unrealized gains

Treasury securities $ 768 $ 1 $ 769

Commercial paper

Corporate bonds and notes

Total short-term and long-term investments

$ 846 $ 1 $ 847

Collaboration Revenue

In the twelve months ended December 31, 2023, 2022 and 2021, the Company received payments of $ — , $ 100 million and $ 50 million, respectively, under the collaboration project plan with Toyota.

In the twelve months ended December 31, 2024, 2023 and 2022, the Company received payments of $ 0 million, $ 0 million and $ 100 million, respectively, under the collaboration project plan with Toyota.

As of December 31, 2022, the Company had recognized all revenue associated with cash payments received under the collaboration project plan with Toyota.

As a result, no revenue was recognized during the twelve months ended December 31, 2023 .

As a result, no revenue was recognized during the twelve months ended December 31, 2024 and 2023 .

Stockholders' Equity

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of which 50,000 million shares are designated Class A common stock and 1,000 million shares are designated Class B common stock.

Class A common stock holders are entitled to one vote for each share and Class B common stock holders are entitled to ten votes for each share.

Class A common stockholders are entitled to one vote for each share and Class B common stockholders are entitled to ten votes for each share.

Class A and Class B have identical liquidation and dividend rights.

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The Company had 350 million and 367 million shares of Class B common stock issued and outstanding at December 31, 2024 and December 31, 2023, respectively.

Public Offerings

On August 2, 2024, the Company completed a public offering (the “2024 Public Offering”) of approximately 134 million shares of Class A common stock at a price of $ 3.60 per share, for proceeds of $ 466 million, net of transaction costs, including the full exercise of the underwriters’ over-allotment option.

On July 21, 2023, the Company completed a public offering (the “2023 Public Offering”) of approximately 73 million shares of Class A common stock at a price of $ 3.00 per share, for proceeds of $ 212 million, net of transaction costs.

Following the 2023 Public Offering, on August 2, 2023, the Company issued an additional 11 million shares of Class A common stock in connection with the exercise of the underwriters’ over-allotment option for proceeds of $ 32 million, net of transaction costs.

Private Placement

On July 21, 2023, the Company completed a private placement (the “Private Placement”), in which the Company sold approximately 222 million shares of Class A common stock at a price of $ 2.70 per share, for proceeds to the Company of $ 584 million, net of transaction costs.

In connection with the Private Placement, the Company entered into a registration rights agreement, dated July 18, 2023 (“Private Placement Registration Rights Agreement”), with certain existing institutional and strategic investors, entities affiliated with two of its directors, and new institutional investors.

Pursuant to the Private Placement Registration Rights Agreement, on July 21, 2023, the Company filed a registration statement with the Securities and Exchange Commission for the registration for resale of the securities sold in the Private Placement.

Public Offering

On July 21, 2023, the Company completed a public offering (the “Public Offering”) of approximately 73 million shares of Class A common stock at a price of $ 3.00 per share, for proceeds of $ 212 million, net of transaction costs.

Following the Public Offering, the Company issued an additional 11 million shares of Class A common stock in connection with the exercise of the underwriters’ over-allotment option, for proceeds of $ 32 million, net of transaction costs.

Equity Incentive Plans

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As of December 31, 2024, there were 212 million shares available for grant under the Plan.

Under the Plan, equity-based compensation in the form of RSUs, restricted stock awards, incentive stock options, nonqualified stock options, stock appreciation rights, and performance units may be granted to employees, officers, directors, consultants, and others.

Under the Plan, equity-based compensation in compensation arrangements including the annual bonus program may be granted in the form of RSUs, restricted stock awards, incentive stock options, nonqualified stock options, stock appreciation rights, and performance units to employees, officers, directors, consultants, and others.

Restricted Stock Units

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The intrinsic value of stock options exercised was $ 62 million, $ 20 million and $ 62 million for the twelve months ended December 31, 2024, 2023 and 2022, respectively.

Related Party RSUs

Prior to the ATG acquisition, employees of ATG received grants of RSUs in the former ultimate parent company of ATG, which became a related party of the Company after the closing of the transaction.

These awards were modified after the transaction to allow the awards to continue to vest for the first year subsequent to the closing of the acquisition as long as personnel remain employees of the Company.

These awards are compensation for services provided to the Company and accounted for as stock-based compensation.

Awards representing 3 million shares were modified on the acquisition date and 1 million shares were forfeited before the final vesting in January 2022.

The fair value of these awards was equal to the market value of the related party’s common stock on the date of modification.

Stock-based compensation recognized for related party RSUs was $ — , $ 6 million and $ 128 million for the twelve months ended December 31, 2023, 2022 and 2021, respectively.

No unrecognized stock-based compensation remains for the related party RSUs as of December 31, 2023.

Stock-based Compensation Expense

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The earnout share liabilities are measured at fair value on a recurring basis utilizing a Monte Carlo simulation analysis.

The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the expected term of the instrument.

The expected volatility is determined based on a blended rate of our historical equity volatility as well as the historical equity volatility of comparable companies over a period that matches the expected term of the instrument.

The risk-free interest rate is based on relevant U.S.

16 unchanged sentences

The Company leases its office facilities and warehouses under non-cancelable operating lease agreements that expire through 2042, including renewal options that are reasonably certain to be exercised.

Rent expense under operating leases was $ 27 million and $ 28 million and $ 25 million in twelve months ended December 31, 2023, 2022 and 2021, respectively.

Rent expense under operating leases was $ 28 million, $ 27 million, and $ 28 million in the twelve months ended December 31, 2024, 2023 and 2022, respectively.

Operating lease right-of-use assets obtained in exchange for lease liabilities were $ 16 million, $ 6 million, and $ 10 million in the twelve months ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, the Company’s operating leases had a weighted average remaining lease term of 8.0 years and a weighted average discount rate of 7.4 %.

Future lease payments for leases that have not yet commenced were $ 32 million as of December 31, 2023.

Lease commencement will occur once the lessor substantially completes construction to make the underlying asset available for use.

As of December 31, 2024, future maturities of lease liabilities were as follows (in millions):

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Other accrued expenses

Total accrued expenses and other current liabilities

Total other current liabilities

Earnings Per Share

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Earnout shares liability 5 5 5

The components of income tax benefit were as follows (in millions):

Twelve Months Ended

2023 2022 2021

Deferred income benefit:

$ — $ — $ ( 4 )

Total deferred income tax benefit

Income tax benefit

$ — $ — $ ( 5 )

There is no current or deferred income tax expense or benefit for the years ended December 31, 2024, 2023, and 2022.

The reconciliations of the effective tax rate from the federal statutory rate were as follows:

3 unchanged sentences

21.0 % 21.0 % 21.0 %

State income tax, net of federal tax benefit

Stock-based compensation

8 unchanged sentences

Effective tax rate

— % — % 0.6 %

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

61 unchanged sentences

No material loss contingencies were recorded in the twelve months ended December 31, 2024, 2023, and 2022.

The Company has one reportable segment managed on a consolidated basis by the Chief Executive Officer (CEO) who is the chief operating decision maker (“CODM”).

In identifying one reportable segment, the Company considered the basis of organization for the development of the Aurora Driver, an advanced and scalable suite of self-driving hardware, software and data services designed as a platform to adapt and interoperate amongst vehicle types and applications.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

The chief operating decision maker assesses performance and decides how to allocate resources based on net loss that is also reported on the income statement as consolidated net loss.

The measure of segment assets is reported on the balance sheet as consolidated total assets.

The CODM allocates resources and evaluates performance based on net loss, which is the Company’s measure of segment profit or loss.

The CODM considers budget to actual and year-over-year variances for net loss when making decisions about how to utilize the company’s resources.

The components of segment profit or loss were as follows (in millions):

Twelve Months Ended

2024 2023 2022

Collaboration revenue

Personnel expenses

Other operating expenses

Other segment items (a)

127 142 1,163

$ ( 748 ) $ ( 796 ) $ ( 1,723 )

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

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data