Aurora Innovation, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2024. Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that our internal controls over financial reporting was effective as of December 31, 2024. The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2024 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Controls Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Item 9B. Other Information. ATM Offering 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”). We are not required to sell any shares under the Sales Agreement. 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. 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. No sales have been made under the Sales Agreement. 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. 333- 284133) filed on January 3, 2025. 82 Table of Contents A copy of the Sales Agreement is filed as Exhibit 10.33 to this Annual Report. 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. A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. 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 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. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until November 5, 2026 , or earlier if all transactions under the trading arrangement are completed. During our last fiscal quarter, no other director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 83 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item will be provided in the definitive proxy statement for our 2025 Annual Meeting of Stockholders (the “Proxy Statement”) no later than 120 days after December 31, 2024. The information set forth in the Proxy Statement is incorporated herein by reference. Item 11. Executive Compensation. The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2024. The information set forth in the Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters. The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2024. The information set forth in the Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2024. The information set forth in the Proxy Statement is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2024. The information set forth in the Proxy Statement is incorporated herein by reference. 84 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules. (a) Documents filed as part of this report are as follows: (1) All Financial Statements: Refer to the “Index to Consolidated Financial Statements” included under Part II, Item 8 of this Form 10-K. (2) Financial Statement Schedules: All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included under Part II, Item 8 of this Form 10-K. (3) Exhibits: The documents listed below are incorporated by reference or are filed with this report, in each case as indicated therein. Incorporated by reference Filed or Furnished Herewith Exhibit No. Description Form File No. Exhibit No. Filing Date 2.1† Agreement and Plan of Merger, dated as of July 14, 2021, by and among Reinvent Technology Partners Y, RTPY Merger Sub Inc., and Aurora Innovation, Inc. 8-K 001-40216 2.1 July 15, 2021 2.2† Plan of Domestication, dated as of September 28, 2021 S-4/A 333-257912 2.2 September 29, 2021 2.3† Stock Purchase and Agreement and Plan of Merger, dated as of January 19, 2021, by and between Aurora Innovation, Inc., Avian U Merger Holdco Corp., Avian U Merger Sub Corp., Avian U Merger Sub LLC, Blocker U Merger Sub LLC, SVF Yellow (USA) Corporation, Apparate USA LLC and Uber Technologies, Inc. S-4/A 333-257912 2.3 September 29, 2021 3.1 Certificate of Incorporation of the Company , as amended 10-Q 001-40216 3.1 July 31, 2024 3.2 Amended and Restated Bylaws of the Company 8-K 001-40216 3.1 November 3, 2023 4.1 Specimen Class A Common Stock Certificate 8-K 001-40216 4.1 November 4, 2021 4.2 Specimen Warrant Certificate (included in Exhibit 4.3) 8-K 001-40216 4.1 March 18, 2021 4.3 Warrant Agreement, dated as of March 15, 2021, by and between Reinvent Technology Partners Y and Continental Stock Transfer & Trust Company, as warrant agent 8-K 001-40216 4.1 March 18, 2021 4.4 Amendment of Warrant Agreement, dated as of February 28, 2022, by and among Aurora Innovation, Inc., Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company 10-K 001-40216 4.4 March 11, 2022 4.5 Description of Capital Stock X 5.1 Opinion o f Wilson Sonsini Goo drich and Rosati, P.C. X 10.1 Sponsor Support Agreement, dated as of July 14, 2021, by and among the Sponsor Holdco, the Sponsor Parties, the Sponsor Independent Directors, Reinvent Technology Partners Y, and Aurora Innovation, Inc. 8‑K 001-40216 10.2 July 15, 2021 85 Table of Contents Incorporated by reference Filed or Furnished Herewith Exhibit No. Description Form File No. Exhibit No. Filing Date 10.2 Sponsor Agreement, dated as of July 14, 2021, between Sponsor, Reinvent Technology Partners Y, and Aurora Innovation, Inc. 8‑K 001-40216 10.3 July 15, 2021 10.3 Form of Company Holders Support Agreement (Voting and Support Agreement) 8‑K 001-40216 10.4 July 15, 2021 10.4 Form of PIPE Subscription Agreement (Subscription Agreement) 8‑K 001-40216 10.1 July 15, 2021 10.5 Form of Lock-Up Agreement S-4 333-257912 Annex I July 15, 2021 10.6 Amended and Restated Registration Rights Agreement, dated as of November 3, 2021, by and among Aurora Innovation, Inc. and the other parties thereto 8‑K 001-40216 10.4 November 4, 2021 10.7 Letter Agreement, dated as of March 15, 2021, by and among Reinvent Technology Partners Y, Reinvent Sponsor Y LLC and the other parties thereto 8-K 001-40216 10.1 March 18, 2021 10.8# Employee Incentive Compensation Plan S‑4/A 333-257912 10.22 September 29, 2021 10.9# OURS Technology, Inc. 2017 Stock Incentive Plan S‑4/A 333-257912 10.23 September 29, 2021 10.10# Aurora Innovation, Inc. 2021 Equity Incentive Plan, as amended and restated on May 26, 2023 S-8 333-272272 99.1 May 30, 2023 10.11# Aurora Innovation, Inc. 2017 Equity Incentive Plan S-4/A 333-257912 10.21 September 29, 2021 10.12# Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan S-4/A 333-257912 10.24 September 29, 2021 10.13# Aurora Innovation, Inc. form of Indemnification Agreement S-4/A 333-257912 10.19 September 29, 2021 10.14# Outside Director Compensation Policy 10-K 001-40216 10.15 March 11, 2022 10.15# Amendment to Stock Option Agreement entered into between the Registrant and Richard Tame 8-K 001-40216 10.1 June 17, 2022 10.16# Confirmatory Employment Letter between the Registrant and Chris Urmson, dated March 15, 2022 8-K 001-40216 10.1 March 17, 2022 10.17# Confirmatory Employment Letter between the Registrant and Nolan Shenai, dated December 13, 2022 10-K 001-40216 10.18 February 21, 2023 10.18# Employment Letter between the Registrant and Ossa F. Fisher, dated December 29, 2022 8-K 001-40216 10.1 January 30, 2023 10.19# Form of Stock Option Agreement under the Aurora Innovation, Inc. 2021 Equity Incentive Plan 8-K 001-40216 10.12 November 4, 2021 10.20# Form of Restricted Stock Unit Agreement under the Aurora Innovation, Inc. 2021 Equity Incentive Plan 8-K 001-40216 10.12 November 4, 2021 10.21† Strategic Partnership Agreement dated April 26, 2023 between Aurora Innovation, Inc. and Aurora Operations, Inc. and Continental Automotive Technologies GmbH and Continental Autonomous Mobility GmbH 10-Q 001-40216 10.1 August 3, 2023 10.22# Employment Letter between the Registrant and David Maday, dated June 5, 2023 10-Q 001-40216 10.2 August 3, 2023 86 Table of Contents Incorporated by reference Filed or Furnished Herewith Exhibit No. Description Form File No. Exhibit No. Filing Date 10.23# Amendment No. 1 to Strategic Partnership Agreement, dated August 30, 2023, by and among the Registrant and Aurora Operations, Inc., and Continental Automotive Technologies GmbH and Continental Autonomous Mobility Germany GmbH 10-Q 001-40216 10.1 November 2, 2023 10.24# Amended and Restated Strategic Partnership Agreement, dated September 27, 2023, by and among the Registrant and Aurora Operations, Inc., and Continental Automotive Technologies GmbH and Continental Autonomous Mobility Germany GmbH 10-Q 001-40216 10.2 November 2, 2023 10.25 Form of Common Stock Purchase Agreement, dated July 18, 2023, by and among the Registrant and the Purchasers 8-K 001-40216 10.1 July 19, 2023 10.26 Form of Registration Rights Agreement, dated July 18, 2023, by and among the Registrant and the Purchasers 8-K 001-40216 10.2 July 19, 2023 10.27# Aurora Innovation, Inc. Change in Control and Severance Policy 8-K 001-40216 10.1 August 18, 2023 10.28# Amendment to Stock Option Agreement entered into between Aurora Innovation, Inc. and David Maday 8-K 001-40216 10.1 June 15, 2023 10.29# Form of Addendum to Stock Option Agreement for Executive Officers under the Aurora Innovation, Inc. 2021 Equity Incentive Plan 10-K 001-40216 10.31 February 15, 2024 10.30# Employment Letter between the Registrant and Shelley Webb, dated January 30, 2025 X 10.31 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 X 16.1 Letter to the Securities and Exchange Commission from KPMG LLP, dated March 9, 2023 8-K 001-40216 16.1 March 9, 2023 19.1 Aurora Innovation, Inc. Insider Trading Policy X 21.1 List of Subsidiaries X 23.1 Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers) X 23.2 Consent of Independent Registered Public Accounting Firm (KPMG) X 23.3 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1) X 24.1 Power of Attorney (included in the signature page to this Annual Report on Form 10-K) X 31.1 Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer X 31.2 Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer X 32.1* Section 1350 Certification of Principal Executive Officer X 32.2* Section 1350 Certification of Principal Financial Officer X 97.1 Compensation Recovery Policy 10-K 001-40216 97.1 February 15, 2024 87 Table of Contents Incorporated by reference Filed or Furnished Herewith Exhibit No. Description Form File No. Exhibit No. Filing Date 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X † Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S‑K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. # Indicates management contract or compensatory plan or arrangement. * The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Aurora Innovation, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary. None. 88 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 14, 2025 Aurora Innovation, Inc. By: /s/ Chris Urmson Name: Chris Urmson Title: Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Urmson and David Maday, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated: Name Title Date /s/ Chris Urmson Chairman and Chief Executive Officer February 14, 2025 Chris Urmson (Principal Executive Officer) /s/ David Maday Chief Financial Officer February 14, 2025 David Maday (Principal Financial and Accounting Officer) /s/ Sterling Anderson Director February 14, 2025 Sterling Anderson /s/ Brittany Bagley Director February 14, 2025 Brittany Bagley /s/ Gloria Boyland Director February 14, 2025 Gloria Boyland /s/ Reid Hoffman Director February 14, 2025 Reid Hoffman /s/ Claire D'Oyly-Hughes Johnson Director February 14, 2025 Claire D'Oyly-Hughes Johnson /s/ Shailen Bhatt Director February 14, 2025 Shailen Bhatt /s/ Michelangelo Volpi Director February 14, 2025 Michelangelo Volpi 89