14 unchanged sentences
Limitations on the Effectiveness of Controls
−Removed: Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met.
−Removed: Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
−Removed: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
−Removed: Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Other Information.
+Added: On February 14, 2025, we entered into a Sales Agreement (the “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 $500.0 million of our Class A common stock through the Sales Agents in an “at-the-market” offering (the “ATM Offering”).
+Added: We are not required to sell any shares under the Sales Agreement.
+Added: We will pay the Sales Agents a commission of up to 3% of the aggregate gross proceeds we receive from all sales of our Class A common stock under the Sales Agreement.
+Added: The Sales Agreement continues until the earlier of selling all shares available under the Sales Agreement or terminated by written notice from either of the parties.
+Added: No sales have been made under the Sales Agreement.
+Added: The ATM Offering is being made under a prospectus supplement to be dated February 14, 2025 and filed with the Securities and Exchange Commission on February 14, 2025, and the related prospectus contained in our automatically effective shelf registration statement on Form S-3ASR (Registration No.
+Added: 333- 284133) filed on January 3, 2025.
+Added: A copy of the Sales Agreement is filed as Exhibit 10.33 to this Annual Report.
+Added: The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.33.
+Added: A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C.
+Added: relating to the validity of the securities issued in the ATM Offering is filed as Exhibit 5.1 to this Annual Report.
Securities Trading Plans of Directors and Executive Officers
−Removed: During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
+Added: On November 22, 2024 , David Maday , Chief Financial Officer of the Company, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 147,234 shares of our Class A common stock.
+Added: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until November 5, 2026 , or earlier if all transactions under the trading arrangement are completed.
+Added: During our last fiscal quarter, no other director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
31 unchanged sentences
S-4/A 333-257912 2.3 September 29, 2021
−Removed: 3.1 Certificate of Incorporation of the Company
−Removed: 8-K 001-40216 3.1 November 4, 2021
+Added: 3.1 Certificate of Incorporation of the Company , as amended
+Added: 001-40216 3.1 July 31, 2024
3.2 Amended and Restated Bylaws of the Company
10 unchanged sentences
4.5 Description of Capital Stock
+Added: Opinion o f Wilson Sonsini Goo drich and Rosati, P.C.
10.1 Sponsor Support Agreement, dated as of July 14, 2021, by and among the Sponsor Holdco, the Sponsor Parties, the Sponsor Independent Directors, Reinvent Technology Partners Y, and Aurora Innovation, Inc.
8‑K 001-40216 10.2 July 15, 2021
−Removed: 10.2 Sponsor Agreement, dated as of July 14, 2021, between Sponsor, Reinvent Technology Partners Y, and Aurora Innovation, Inc.
−Removed: 8‑K 001-40216 10.3 July 15, 2021
Incorporated by reference Filed or Furnished Herewith
Description Form File No.
+Added: 10.2 Sponsor Agreement, dated as of July 14, 2021, between Sponsor, Reinvent Technology Partners Y, and Aurora Innovation, Inc.
+Added: 8‑K 001-40216 10.3 July 15, 2021
10.3 Form of Company Holders Support Agreement (Voting and Support Agreement)
3 unchanged sentences
10.5 Form of Lock-Up Agreement
−Removed: S-4 333-257912 10.5 July 15, 2021
+Added: S-4 333-257912 Annex I
+Added: July 15, 2021
10.6 Amended and Restated Registration Rights Agreement, dated as of November 3, 2021, by and among Aurora Innovation, Inc.
2 unchanged sentences
10.7 Letter Agreement, dated as of March 15, 2021, by and among Reinvent Technology Partners Y, Reinvent Sponsor Y LLC and the other parties thereto
−Removed: S-4 333-257912 10.6 July 15, 2021
+Added: March 18, 2021
10.8# Employee Incentive Compensation Plan
−Removed: S‑4 333-257912 10.22 September 29, 2021
+Added: 333-257912 10.22 September 29, 2021
10.9# OURS Technology, Inc.
2017 Stock Incentive Plan
−Removed: S‑4 333-257912 10.23 September 29, 2021
+Added: 333-257912 10.23 September 29, 2021
10.10# Aurora Innovation, Inc.
3 unchanged sentences
2017 Equity Incentive Plan
−Removed: S-4 333-257912 10.21 September 29, 2021
+Added: 333-257912 10.21 September 29, 2021
10.12# Blackmore Sensors & Analytics, Inc.
2016 Equity Incentive Plan
−Removed: S-4 333-257912 10.24 September 29, 2021
+Added: 333-257912 10.24 September 29, 2021
10.13# Aurora Innovation, Inc.
form of Indemnification Agreement
−Removed: S-4 333-257912 10.19 September 29, 2021
+Added: 333-257912 10.19 September 29, 2021
10.14# Outside Director Compensation Policy
10-K 001-40216 10.15 March 11, 2022
−Removed: 10.15# Amendment to Stock Option Agreement e ntered into between the Registrant and Richard Tame
+Added: 10.15# Amendment to Stock Option Agreement entered into between the Registrant and Richard Tame
8-K 001-40216 10.1 June 17, 2022
1 unchanged sentence
8-K 001-40216 10.1 March 17, 2022
−Removed: 10.17# C onfirmatory Employment Letter between the Registrant and Richard Tame, dated March 15, 2022
−Removed: 8-K 001-40216 10.2
−Removed: March 17, 2022
Confirmatory Employment Letter between the Registrant and Nolan Shenai, dated December 13, 2022
36 unchanged sentences
August 18, 2023
−Removed: Separation Agreement and Release, dated August 31, 2023, between Aurora Operations, Inc.
−Removed: and Richard Tame
−Removed: 001-40216 10.1
−Removed: September 1, 2023
−Removed: A mendment to Stock Option Agreement entered into between Aurora Innovation, Inc.
+Added: Amendment to Stock Option Agreement entered into between Aurora Innovation, Inc.
and David Maday
3 unchanged sentences
2021 Equity Incentive Plan
+Added: February 15, 2024
+Added: Employment Letter between the Registrant and Shelley Webb, dated January 30, 2025
+Added: Sales Agreement , dated as of February 14 , 2025, by and am ong A urora Innovation, Inc., Cantor Fitzgerald & Co., TD Securities (USA) LLC and Allen & Company LLC
Letter to the Securities and Exchange Commission from KPMG LLP, dated March 9, 2023
1 unchanged sentence
March 9, 2023
+Added: Aurora Innovation, Inc.
+Added: Insider Trading Policy
21.1 List of Subsidiaries
1 unchanged sentence
Consent of Independent Registered Public Accounting Firm (KPMG)
+Added: Consent of Wilson Sonsini Goodrich & Rosati, P.C.
+Added: (included in Exhibit 5.1)
24.1 Power of Attorney (included in the signature page to this Annual Report on Form 10-K)
4 unchanged sentences
Compensation Recovery Policy
+Added: February 15, 2024
+Added: Incorporated by reference Filed or Furnished Herewith
+Added: Description Form File No.
101.INS Inline XBRL Instance Document X
1 unchanged sentence
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
−Removed: Incorporated by reference Filed or Furnished Herewith
−Removed: Description Form File No.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
13 unchanged sentences
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Urmson, David Maday and Nolan Shenai, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Urmson and David Maday, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated:
15 unchanged sentences
Claire D'Oyly-Hughes Johnson
−Removed: /s/ Dara Khosrowshahi Director February 14, 2024
−Removed: Dara Khosrowshahi
+Added: /s/ Shailen Bhatt
+Added: Director February 14, 2025
+Added: Shailen Bhatt
/s/ Michelangelo Volpi Director February 14, 2025
1 unchanged sentence
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.