What changed in this filing

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Item 1A. Risk Factors

2026-02-11 compared with 2025-02-14 · 99 added, 114 removed, 724 unchanged (23% of the section changed)

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In that case, the trading price of our Class A common stock could decline, and you may lose all or part of your investment.

Unless the context otherwise requires, all references in this section to the “Company,” “Aurora,” “we,” “us,” or “our” refer to the business of Aurora Innovation Holdings, Inc.

and its subsidiaries prior to the consummation of the Merger, and to Aurora Innovation, Inc.

and its subsidiaries after the completion of the Merger.

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.

The following summary risk factors and other information included in this Annual Report should be carefully considered.

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• 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.

• 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 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.

• 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.

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• 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.

• 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 our stockholders.

• 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 results projections that were previously provided rely in large part upon assumptions and analyses developed by us.

• Our operating and financial projections rely in large part upon assumptions and analyses developed by us.

If these assumptions or analyses prove to be incorrect, our actual results of operations may be materially different from our projections and our estimates of certain financial metrics may prove inaccurate.

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• 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.

• 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.

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• 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.

• 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.

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• continuing to fund and maintain our current technology development activities.

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 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.

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• successfully develop new solutions, features, and applications to enhance the experience of partners and end-customers.

Furthermore, our operations have focused exclusively on research and development of our products and self-driving system through the fiscal quarter ended March 31, 2025.

Although we first recognized revenue in the fiscal quarter ended June 30, 2025, we do not expect to generate significant revenue until after we achieve commercial scale.

As such, our relatively limited operating history, combined with the need to transition from a company with a research and development focus to a company capable of supporting commercial activities, has the potential to intensify the risks and difficulties that we face.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above, as well as those described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely affected.

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These improvements may take us longer than expected which would increase our capital requirements for technology development, delay our timeline to commercialization, and reduce the potential financial returns that may be expected from the business.

We publicly disclose certain progress and performance metrics, including the Autonomy Readiness Measure and the Autonomy Performance Indicator.

These metrics are subject to inherent challenges in measurement;

real or perceived inaccuracies in such metrics and metrics values that are below expectations could materially and adversely affect our business, prospects, financial condition and results of operations.

We publicly disclose a measure of our progress toward the commercial launch of Aurora Driver for Freight (the “Autonomy Readiness Measure”).

The Autonomy Readiness Measure is the weighted function of completeness of our Safety Case (which is an internally-derived, claims-based approach that provides a generalized structured argument to addressing safety items implicated by developing and operating self-driving technology on public roads).

There are inherent challenges in calculating the Autonomy Readiness Measure, including the fact that management judgment is used when applying weighting to individual pieces of evidence that support the claims that we are making in our Safety Case (e.g., based on complexity, effort required to complete, scope of the Company’s commercial launch route, etc.) as well as when evaluating the percentage complete of a particular piece of evidence.

If individual pieces of evidence supporting the claims of our Safety Case turn out to be more complex, more challenging to complete, insufficiently comprehensive or conclusive, or more time or capital intensive than we originally anticipated, adjustments will be required to be made to our calculations of the Autonomy Readiness Measure.

If our Autonomy Readiness Measure is not an accurate representation of our progress toward commercial launch, or if investors perceive this measure not to be accurate, or if we discover material inaccuracies in the Safety Case or our calculations of the Autonomy Readiness Measure, our reputation may be significantly harmed, the timing of commercial launch of Aurora Driver for Freight could be delayed, and our stock price could decline, any of which could materially and adversely affect our business, prospects, financial condition and results of operations.

We also publicly disclose supplemental information regarding the on-road performance of the Aurora Driver (the “Autonomy Performance Indicator”).

There are inherent challenges in calculating this metric.

For example, one of the components of this indicator is commercially representative miles driven where the vehicle received human assistance via a vehicle operator intervention or other on-site support, but where it is determined, through internal analysis including simulation, that the support received was not required by the Aurora Driver.

There is management judgment involved in using internal analysis to determine whether or not such human assistance was necessary, and third parties may reasonably disagree with positions taken by the Company on such determinations.

Further, it is possible that we could conclude that human assistance was not necessary even where the Aurora Driver did not perform correctly and/or in a way that we intended.

Additionally, we do not expect the Autonomy Performance Indicator to increase linearly as we approach commercial launch, nor do we anticipate that this indicator will be 100% even at launch, because certain situations (e.g., flat tires) will always require on-site support.

If the Autonomy Performance Indicator is not a sufficient or accurate representation of the Aurora Driver’s on-road performance, if investors do not perceive it to be accurate, or it does not convey the level of performance anticipated, our reputation may be significantly harmed, our stock price could decline, and any of which could materially and adversely affect our business, prospects, financial condition and results of operations.

In addition, our internal systems and tools have a number of limitations, and our methodologies for tracking the Autonomy Readiness Measure and the Autonomy Performance Indicator may change over time, which could result in unanticipated changes to the metrics or estimates that we publicly disclose.

If the internal systems and tools we use to track these metrics are not an accurate indicator of our performance or contain other technical errors, the data we report may not be accurate.

While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring our progress toward commercial launch.

We operate in a highly competitive market and some market participants have substantially greater resources.

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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.

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.

These companies compete with us directly by offering self-driving technology for the same or similar use cases.

If our competitors, including those previously mentioned, broadly commercialize their technology before we do, develop superior technology, or are perceived to have better technology, they may capture market opportunities and establish relationships with customers and partners that might otherwise have been available to us.

Material commercialization of self-driving technology first involves pilot deployments, which we and other competitors are currently performing.

Competitors may initiate similar deployments in various different use cases and/or geographies earlier than we will or may perform better than we do in such deployments.

Several of these competitors have substantially greater financial, marketing, R&D, and other resources.

In addition, several of these competitors have substantially greater financial, marketing, R&D, and other resources.

In the event that one or many of these competitors broadly commercializes their technology before we do, our business prospects and financial performance would be adversely impacted.

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Our business plan envisions a two-phase process for ownership and operation of Aurora Driver-powered self-driving vehicles.

Early in our commercialization, we intend to own or lease and operate a limited fleet and will invest in self-driving system hardware, base vehicles, and commercial facilities (such as freight terminals).

We believe this firsthand experience will help us to harden our operational processes, service level agreements, and enable a more effective transition to working with external partners on operational activities.

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).

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.

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Risks Related to Our Business Operations

Our business plans require a significant amount of capital.

In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders.

Our business plans require a significant amount of capital, and if we cannot obtain additional financing when needed on acceptable terms, or at all, our business, financial condition and results of operations could be adversely affected.

The fact that we have a limited operating history means we have limited historical data on the demand for our products and services.

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We expect to continue investing in research and development to improve our self-driving technology.

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.

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.

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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.

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.

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, we will continue to incur operating and net losses each quarter until at least the time we begin commercial operation of our self-driving technology, which may take longer than we currently expect or may never occur.

In particular, achieving profitability may take longer than we currently expect or may never occur.

We may also find that our business operations are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our cash needs and losses.

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Material disruptions of our business or information systems resulting from these events 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 (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.

In addition, natural disasters, acts of terrorism or war, including the ongoing geopolitical tensions related to Russia’s actions in Ukraine and the conflicts in the Middle East, could cause disruptions in our remaining operations, our or our partners’ businesses, our suppliers’ or the economy as a whole.

In addition, natural disasters, acts of terrorism or war, could cause disruptions in our remaining operations, our or our partners’ businesses, our suppliers’ or the economy as a whole.

We also rely on information technology systems to communicate among our workforce and with third parties.

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A cyber incident could be caused by software bugs and other technical errors, disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, distributed denial of service attacks, fraud, trickery or other forms of deception.

The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time, and we may face difficulties and delays in identifying, responding to, and otherwise addressing security breaches and incidents.

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.

The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time, and we have faced, and may in the future face difficulties and delays in identifying, responding to, and otherwise addressing security breaches and incidents.

Geopolitical events 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.

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Further, we utilize reputable third-party service providers or vendors for storage and hosting of a substantial portion of our data and source code.

We cannot be sure that the systems upon which we rely, including those of our third-party vendors or suppliers, 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.

If we, or third parties on which we rely, do not successfully implement, maintain or expand systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results.

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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.

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.

For instance, cyber criminals, insiders or unauthorized third parties may target us or third parties with which we have business relationships to obtain data, or in a manner that disrupts our operations or compromises our products or the systems into which our products are integrated.

Geopolitical conflicts and tensions may also increase our risks from cyber-attacks, security breaches or incidents.

Geopolitical conflicts and tensions have increased and may in the future increase our risks from cyber-attacks, security breaches or incidents.

We are assessing the continually evolving privacy, data protection and cybersecurity regimes and measures we believe are appropriate in response.

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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.

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

We may be subject, in the ordinary course of business, to losses resulting from automobile liability, product liability, accidents, acts of God, and other claims against us, for which we may have no or limited insurance coverage.

Further, because we operate in a new and thus inherently risky industry, insurance policies may not be available to us on terms and rates that are acceptable to us or at all.

In addition, as a general matter, the policies that we do have may include significant deductibles or self-insured retentions, and we cannot be certain that our future insurance coverage will be sufficient to cover all future losses or claims against us.

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.

A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which could materially and adversely affect our business, financial condition and results of operations.

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The United States and certain foreign governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets.

Over the past year, the United States, the EU, and the U.K.

have experienced historically high levels of inflation.

In response to high levels of inflation and recession fears, the U.S.

Federal Reserve, the European Central Bank, and the Bank of England have raised interest rates and implemented fiscal policy interventions in recent periods.

These interventions may lower inflation;

however, they may also reduce economic growth rates, create a recession, and have broad macroeconomic implications.

If the actions taken by these governments are not successful, the return of adverse economic conditions may negatively impact the demand for our technology and may negatively impact our ability to raise capital, if needed, on a timely basis and on acceptable terms or at all.

If the actions taken by certain governments and monetary authorities in response to continuing and future extreme market and economic conditions are not successful, the return of adverse economic conditions may negatively impact the demand for our technology and may negatively impact our ability to raise capital, if needed, on a timely basis and on acceptable terms or at all.

Our financial instruments, including warrants, are accounted for as liabilities and the changes in fair value could have a material effect on our financial results.

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In addition, potential changes in tax laws, as well as other factors, could cause us to experience fluctuations in our future tax obligations and effective tax rates and otherwise adversely affect our future tax positions and/or our future tax liabilities.

For example, in August of 2022 the United States enacted a 1% excise tax on stock buybacks and a 15% alternative minimum tax on adjusted financial statement income as part of the Inflation Reduction Act of 2022.

Further, many countries, and organizations such as the Organization for Economic Cooperation and Development have proposed implementing changes to existing tax laws, including a proposed 15% global minimum tax.

Any of these developments or changes in U.S.

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Partners and end-customers may be less likely to purchase our products if they are not convinced that our business will succeed or that our service, technology, and other operations will continue in the long term.

Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us 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.

Accordingly, in order to build and maintain our business, we must maintain confidence among partners, end-customers, suppliers, analysts, ratings agencies and other parties in our products, long-term financial viability and business prospects.

Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as our limited operating history, end-customer unfamiliarity with our technology, any delays in scaling production, delivery and service operations to meet demand, competition and uncertainty regarding the future of self-driving vehicles or our other services compared with market expectations.

We are dependent on 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 the inability of our supplier(s) to produce and deliver necessary and industrialized components at prices and volumes and on terms acceptable to us could materially and adversely affect our business, prospects, financial condition and results of operations.

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.

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.

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 the current and future generations of our Aurora Driver system.

We are reliant on others for the supply of vehicles, and are also reliant on suppliers and service providers to design, develop, industrialize, manufacture, install and customize components for us, including components associated with our future generations of our Aurora Driver system.

Such supply and services are subject to multiple risks, including delays in development, manufacturing, implementation and certification of components, vehicles and systems;

difficulties integrating components and systems from multiple suppliers;

issues meeting required quality, safety, or performance standards;

supply chain disruptions;

labor availability constraints;

and increased costs.

Our ability to maintain, expand or replace these supply, service and manufacturing arrangements is important to our business.

In order for these suppliers to undertake the investment needed to produce these components, they may require us to commit to terms, pricing or purchase volumes that are not favorable to us.

On April 26, 2023, we entered into the Strategic Partnership Agreement with Continental, now AUMOVIO, which was amended and restated on September 27, 2023.

Pursuant to the Strategic Partnership Agreement, AUMOVIO will, as our “Hardware-as-a-Service” partner, develop the necessary hardware, firmware, fallback system integration, and related services to allow for the integration of the Aurora Driver into production vehicles at OEMs.

The Strategic Partnership Agreement provides that we will pay AUMOVIO on a per-mile basis for vehicles operated by the Aurora Driver using the future generation of our Aurora Driver hardware system.

The term of the Strategic Partnership Agreement continues until March 31, 2031.

Pursuant to the Strategic Partnership Agreement, Aurora and Continental are each subject to defined and limited exclusivity periods, subject to various exclusions and early termination triggers.

If the services contemplated by the agreement with 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 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.

Pursuant to the Strategic Partnership Agreement, Aurora and AUMOVIO are each subject to defined and limited exclusivity periods, subject to various exclusions and early termination triggers.

If the services contemplated by the agreement with 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.

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.

While we believe that the Strategic Partnership Agreement contains provisions that adequately disincentivize non-performance by the parties, and while even in the event of non-performance we believe we may be able to establish alternate supply relationships and can obtain or engineer replacement components, we may be unable to do so in the short term (or at all) at prices or quality levels and/or on terms that are favorable to us and we may experience significant delays while re-engineering our system to accept any replacement parts.

While we plan to obtain components from multiple sources whenever it is desirable and permissible under the Strategic Partnership Agreement, in addition to Continental, 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 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.

We refer to these component suppliers as our single source suppliers.

These components are susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt our supply chain and could delay commercialization of our products to users.

For example, the Aurora Driver relies on single source suppliers for several components including GPU microchips which we use for artificial intelligence / machine learning inference, lidars, vehicle electronic control units, and automotive radar sensors.

trade war with China, Russia’s actions in Ukraine, the conflicts in the Middle East and other hostilities in the Middle East and increased political tensions in Russia, Europe or Asia.

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.

Supply of these components world-wide may be adversely affected by the business disruptions as well as industry consolidation and geopolitical conditions such as international trade restrictions and tariffs, as well as wars, conflicts, and increased political tensions in certain regions.

Such shortages, increased component lead times, reduced allocations of components and decommitments of orders have resulted in and may continue to result in increased component prices, fewer sourcing options, unpredictability of supply, prolonged manufacturing disruptions and increased product lead times.

We are reliant on third-party suppliers to design, develop, industrialize and manufacture components for us.

In order for these suppliers to undertake the investment needed to produce these components, they may require us to commit to terms, pricing or purchase volumes that are not acceptable to us.

Any of these risks could materially and adversely affect our business, prospects, financial condition, and results of operations.

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.

We rely on third-party suppliers, contractors, and service providers (some of which are single or limited sourced), in addition to our own operations, to perform the upfitting, integration, and related services to upfit vehicles with the Aurora Driver and the necessary redundancies for driverless operations.

These services are subject to risks similar to those applicable to our manufacturing, OEM partner and supplier relationships described above.

If we, or our third party integration service partners, fail to perform these activities at prices and volumes and on terms that we expect, or within expected timelines, our ability to scale driverless operations could be impaired, and our operational and financial condition could be materially adversely affected.

In addition, any actual or perceived failures resulting from such services could expose us to increased operational, safety, product liability, warranty, recall, or regulatory risks and could harm our reputation or relationships with partners, customers, or regulators.

Other potential service providers may not be available when required, in sufficient capacity, or at all.

Any of these risks could materially and adversely affect our business, prospects, financial condition, and results of operations.

Manufacturing in collaboration with partners is subject to risks.

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We have in the past, and could in the future, experience delays in development and production when and if our partners do not meet agreed upon timelines or experience capacity constraints.

There is a risk of potential disputes between Aurora and Continental, 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.

In addition, we cannot guarantee that our suppliers will not deviate from agreed-upon quality standards.

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.

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.

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Department of Commerce’s Bureau of Industry and Security (BIS) recently issued a final rule imposing controls on transactions involving certain information and communications technology and services that are designed, developed, manufactured, or supplied by persons owned by, controlled by, or subject to the jurisdiction or direction of certain enumerated foreign adversaries (including China and Russia) and that are integral to passenger connected vehicles under 10,001 pounds.

BIS noted in its announcement of the final rule that it intends to pursue a similar rulemaking to address trucks and buses in the near future, but provided no additional information on this effort or its anticipated timeline.

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.

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Failure to comply with these requirements could result in enforcement action by the FDA, which could require us to cease distribution of our products, recall or remediate products already distributed to partners or end-customers, or subject us to FDA enforcement.

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.

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

Our self-driving technology presents the risk of significant injury, including fatalities.

We may be subject to claims if our technology is involved in an accident and persons are injured or purport to be injured.

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.

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.

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.

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Such recalls will prevent any sale of Aurora products (or any sale of vehicles equipped with Aurora products) until the issues are remedied and involve significant expense and diversion of management’s attention and other resources, which could materially and adversely affect our brand image in our target markets, as well as our business, prospects, financial condition and results of operations.

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.

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.

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.

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.

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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.

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.

This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, stockholders, officers or other employees, which may discourage lawsuits against us and our directors, stockholders, officers and other employees.

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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 Merger, certain holders of our Class A common stock (the “Lock-Up Parties”) entered into lockup agreements (the “Lockup Agreements”), pursuant to which they are contractually restricted from selling or transferring any of their shares of our Class A or Class B common stock (the “Lock-up Shares”) for certain periods of time, subject to certain exceptions.

Under the Lockup Agreements, such lock-up restrictions began at the closing of the Merger (the “Closing”) and end in tranches of 25% of the Lock-Up Parties’ Lock-up Shares at each of (i) November 3, 2022, (ii) November 3, 2023, (iii) November 3, 2024 and (iv) November 3, 2025.

Notwithstanding the foregoing, (i) each of Mr.

Anderson and Mr.

Bagnell (collectively, the “Aurora Founders”) may sell Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement entered into in connection with the Merger) up to an amount of $25 million each and (ii) if, after Closing, Aurora completes a transaction that results in a change of control, the Lock-Up Parties’ Lock-up Shares are released from restriction immediately prior to such change of control (collectively, the “Lock-Up Exceptions”).

Under the Sponsor Agreement dated July 14, 2021, the Sponsor’s Lock-up Shares are subject to the same releases as the Lock-Up Parties’ Lock-up Shares, except the Sponsor’s Lock-up Shares are not subject to Lock-up Exceptions.

Once such securities are released from lock-up restrictions, the applicable stockholders will not be restricted from selling shares of our common stock held by them, other than by applicable securities laws.

Sales of a substantial number of shares of our common stock in the public market could occur at any time.

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.

As restrictions on resale end, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our share price or the market price of our common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

In connection with the consummation of the business combination on November 3, 2021, with Aurora Innovation Holdings, Inc.

(“Legacy Aurora”) and RTPY Merger Sub Inc., a direct wholly-owned subsidiary of the Company, pursuant to an Agreement and Plan of Merger dated July 14, 2021 (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”), certain holders of our Class A common stock (the “Lock-Up Parties”) entered into lockup agreements (the “Lockup Agreements”), pursuant to which they were contractually restricted from selling or transferring any of their shares of our Class A or Class B common stock for certain periods of time, subject to certain exceptions.

Under the Sponsor Agreement dated July 14, 2021, the shares held by the Sponsor were also subject to the same restrictions, in addition to certain price-based vesting criteria.

On November 3, 2025, all lock-up restrictions on such shares have expired, and such shares are no longer subject to the contractual transfer restrictions described above, except that the shares held by the Sponsor remain subject to price-based vesting conditions.

As a result, a substantial number of shares of our Class A common stock became eligible for sale in the public market.

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.

Moreover, in connection with the private placement of approximately 222 million shares of our Class A common stock in 2023 (the “Private Placement”), we filed a registration statement with the SEC for the registration for resale of the securities sold in the Private Placement.

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• 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;

• 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;

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• general economic and political conditions such as recessions, interest rates, fuel prices, bank failures and international currency fluctuations;

• 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.

• 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.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance.

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Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share.

Shares held by the Aurora Founders represent approximately 47% of the voting control of the Company as of December 31, 2024.

Shares held by Chris Urmson, Sterling Anderson (no longer an executive or director of Aurora).

and Drew Bagnell (the “Aurora Founders”) represent approximately 46% of the voting control of the Company as of December 31, 2025.

Therefore, the Aurora Founders, individually or together, will be able to significantly influence matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions.

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In addition, each share of our Class B common stock will convert automatically into one share of our Class A common stock upon (i) the date specified by affirmative written election of the holders of two-thirds of the then-outstanding shares of our Class B common stock, (ii) the date set by our board of directors that is no less than 61 days and no more than 180 days following the date on which the shares of our Class B common stock held by the Aurora Founders and their permitted entities and permitted transferees represent less than 20% of our Class B common stock held by the Aurora Founders and their permitted entities as of immediately following the closing of the Merger or (iii) nine months after the death or total disability of the last to die or become disabled of the Aurora Founders, or such later date not to exceed a total period of 18 months after such death or disability as may be approved by a majority of our independent directors.

We cannot predict the impact our dual class structure may have on our stock price.

We cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A common stock, in adverse publicity, or other adverse consequences.

For example, certain index providers have announced restrictions on including companies with dual-class share structures in certain of their indices.

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.

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.

Our dual class structure may adversely affect the market price and liquidity of our Class A common stock.

Our dual-class structure may result in volatility of our market price of our Class A common stock due to, among other things, adverse publicity or the reaction of institutional investors, governance-focused investors, or proxy advisory firms.

In addition, certain index providers have adopted, and may in the future adopt or modify, eligibility requirements that restrict the inclusion of companies with multiple-class share structures in certain indices.

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.

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.

The exercise of warrants for our Class A common stock would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

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.

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.

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If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding warrants as described above could force 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.

None of the private placement warrants will be redeemable by us in such a case so long as they are held by the Sponsor or its permitted transferees, but the Sponsor has agreed to exercise all of its private placement warrants for cash or on a “cashless basis” on or prior to the redemption date, in the event that the Reference Value exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) and we elect to redeem the public warrants pursuant to the Warrant Agreement and notify the Sponsor of such election and the redemption date on or prior to the date we mail a notice of redemption to the holders of the public warrants.

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).

In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of our common stock determined based on the redemption date and the fair market value of our common stock.

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Additionally, while we are required to provide such notice of redemption, we are not separately required to, and do not currently intend to, notify any holders of when the warrants become eligible for redemption.

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.

If securities or industry analysts do not continue to publish or cease publishing research or reports about us, our business, or the market in which we operate, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

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.

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.

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.

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.

If any analyst who covers us were to cease the coverage of us or fail to regularly publish reports on it, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Future issuances of debt securities and equity securities may adversely affect us, including the market price of our Class A common stock and may be dilutive to existing stockholders.

In the future, we may incur debt or issue equity ranking senior to our Class A common stock.

Future issuances of equity or debt securities may adversely affect us, including the market price of our Class A common stock and may be dilutive to existing stockholders.

In the future, we expect to obtain financing or further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities.

Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our Class A common stock, or both.

Furthermore, as noted above, we may incur debt or issue equity ranking senior to our Class A common stock.

Those securities will generally have priority upon liquidation.

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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.

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.

As a result, future capital raising efforts may reduce the market price of our Class A common stock and be dilutive to existing stockholders.

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.

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.

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What changed 10-K

Item 1A. Risk Factors