17 unchanged sentences
Other Information.
−Removed: 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”).
−Removed: We are not required to sell any shares under the Sales Agreement.
−Removed: 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.
−Removed: 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.
−Removed: No sales have been made under the Sales Agreement.
−Removed: 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.
−Removed: 333- 284133) filed on January 3, 2025.
−Removed: A copy of the Sales Agreement is filed as Exhibit 10.33 to this Annual Report.
−Removed: 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.
−Removed: A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C.
−Removed: 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: 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.
−Removed: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is until November 5, 2026 , or earlier if all transactions under the trading arrangement are completed.
+Added: On November 26, 2025 , Chris Urmson , Chief Executive Officer of the Company, terminated a Rule 10b5-1 trading plan adopted on March 11, 2025 (the "Terminated Plan").
+Added: No sales have been triggered under the Terminated Plan as of the termination date.
+Added: On December 11, 2025 , Mr.
+Added: Urmson adopted a new Rule 10b5-1 trading plan providing for the sale from time to time of an aggregate of up to 5.0 million shares of our Class A common stock, i.e., the number of shares of Class A common stock that was not sold pursuant to the Terminated Plan.
+Added: The new trading arrangement is intended to be a continuation of the Terminated Plan, with the first trade under the new plan to occur as early as May 26, 2026 and to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the new trading arrangement is until May 26, 2027 , or earlier if all transactions under the trading arrangement are completed.
+Added: Immediately prior to entering into this plan, Mr.
+Added: Urmson was the beneficial owner of a total of 146,587,491 derivative and non-derivative securities (the "Original Holdings"), consisting of 140,831,739 shares of Class B common stock and 5,755,752 shares of Class A common stock.
+Added: In the event that the maximum number of shares covered by the trading plan are sold, he will continue to beneficially own approximately 97% of the Original Holdings.
+Added: On December 31, 2025 , Shelley Webb , our Chief Legal Officer , entered into a Rule 10b5-1 trading plan that provides for the sale of up to approximately 34% of the net shares vested during the five vesting events between November 2025 and November 2026 pursuant to Ms.
+Added: Webb's outstanding equity award.
+Added: The plan will terminate on December 31, 2026 , subject to early termination for certain specified events set forth in the plan.
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.
7 unchanged sentences
The information set forth in the Proxy Statement is incorporated herein by reference.
−Removed: Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters.
+Added: Security Ownership of Certain Beneficial Owners 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, 2025.
23 unchanged sentences
3.1 Certificate of Incorporation of the Company, as amended
−Removed: 001-40216 3.1 July 31, 2024
+Added: 10-Q 001-40216 3.1 July 31, 2024
3.2 Amended and Restated Bylaws of the Company
−Removed: 8-K 001-40216 3.1
−Removed: November 3, 2023
+Added: 8-K 001-40216 3.1 November 3, 2023
4.1 Specimen Class A Common Stock Certificate
7 unchanged sentences
4.5 Description of Capital Stock
−Removed: 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.
2 unchanged sentences
Description Form File No.
+Added: Filing Date Filed or Furnished Herewith
10.2 Sponsor Agreement, dated as of July 14, 2021, between Sponsor, Reinvent Technology Partners Y, and Aurora Innovation, Inc.
4 unchanged sentences
8‑K 001-40216 10.1 July 15, 2021
−Removed: 10.5 Form of Lock-Up Agreement
−Removed: S-4 333-257912 Annex I
−Removed: July 15, 2021
10.5 Amended and Restated Registration Rights Agreement, dated as of November 3, 2021, by and among Aurora Innovation, Inc.
2 unchanged sentences
10.6 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: March 18, 2021
+Added: 8-K 001-40216 10.1 March 18, 2021
10.7# Employee Incentive Compensation Plan
−Removed: 333-257912 10.22 September 29, 2021
+Added: S‑4/A 333-257912 10.22 September 29, 2021
10.8# OURS Technology, Inc.
2017 Stock Incentive Plan
−Removed: 333-257912 10.23 September 29, 2021
+Added: S‑4/A 333-257912 10.23 September 29, 2021
10.9# Aurora Innovation, Inc.
3 unchanged sentences
2017 Equity Incentive Plan
−Removed: 333-257912 10.21 September 29, 2021
+Added: S-4/A 333-257912 10.21 September 29, 2021
10.11# Blackmore Sensors & Analytics, Inc.
2016 Equity Incentive Plan
−Removed: 333-257912 10.24 September 29, 2021
+Added: S-4/A 333-257912 10.24 September 29, 2021
10.12# Aurora Innovation, Inc.
form of Indemnification Agreement
−Removed: 333-257912 10.19 September 29, 2021
−Removed: 10.14# Outside Director Compensation Policy
−Removed: 10-K 001-40216 10.15 March 11, 2022
−Removed: 10.15# Amendment to Stock Option Agreement entered into between the Registrant and Richard Tame
−Removed: 8-K 001-40216 10.1 June 17, 2022
+Added: S-4/A 333-257912 10.19 September 29, 2021
+Added: 10.13# Outside Director Compensation Policy, as amended on July 14, 2025
+Added: 001-40216 10.1
+Added: July 30, 2025
10.14# Confirmatory Employment Letter between the Registrant and Chris Urmson, dated March 15, 2022
1 unchanged sentence
10.15# Confirmatory Employment Letter between the Registrant and Nolan Shenai, dated December 13, 2022
−Removed: February 21, 2023
+Added: 10-K 001-40216 10.18 February 21, 2023
10.16# Employment Letter between the Registrant and Ossa F.
7 unchanged sentences
8-K 001-40216 10.12 November 4, 2021
−Removed: Strategic Partnership Agreement dated April 26, 2023 between Aurora Innovation, Inc.
−Removed: and Aurora Operations, Inc.
−Removed: and Continental Automotive Technologies GmbH and Continental Autonomous Mobility GmbH
−Removed: 001-40216 10.1
−Removed: August 3, 2023
10.19# Employment Letter between the Registrant and David Maday, dated June 5, 2023
−Removed: 001-40216 10.2
−Removed: August 3, 2023
+Added: 10-Q 001-40216 10.2 August 3, 2023
+Added: 10.20# Amendment to Stock Option Agreement entered into between Aurora Innovation, Inc.
+Added: and David Maday
+Added: 8-K 001-40216 10.1 June 15, 2023
+Added: 10.21# Aurora Innovation, Inc.
+Added: Change in Control and Severance Policy
+Added: 8-K 001-40216 10.1 August 18, 2023
+Added: 10.22# Form of Addendum to Stock Option Agreement for Executive Officers under the Aurora Innovation, Inc.
+Added: 2021 Equity Incentive Plan
+Added: 10-K 001-40216 10.31 February 15, 2024
+Added: 10.23# Employment Letter between the Registrant and Shelley Webb, dated January 30, 2025
+Added: February 14, 2025
Incorporated by reference Filed or Furnished Herewith
Description Form File No.
−Removed: Amendment No.
−Removed: 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
−Removed: 001-40216 10.1
−Removed: November 2, 2023
+Added: Filing Date Filed or Furnished Herewith
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
−Removed: 001-40216 10.2
−Removed: November 2, 2023
+Added: 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
−Removed: 001-40216 10.1
−Removed: July 19, 2023
+Added: 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
−Removed: 001-40216 10.2
−Removed: July 19, 2023
−Removed: Aurora Innovation, Inc.
−Removed: Change in Control and Severance Policy
−Removed: 001-40216 10.1
−Removed: August 18, 2023
−Removed: Amendment to Stock Option Agreement entered into between Aurora Innovation, Inc.
−Removed: and David Maday
−Removed: 001-40216 10.1
−Removed: June 15, 2023
−Removed: Form of Addendum to Stock Option Agreement for Executive Officers under the Aurora Innovation, Inc.
−Removed: 2021 Equity Incentive Plan
+Added: 8-K 001-40216 10.2 July 19, 2023
+Added: 10.27 Sales Agreement, dated as of February 14, 2025, by and among Aurora Innovation, Inc., Cantor Fitzgerald & Co., TD Securities (USA) LLC and Allen & Company LLC
February 14, 2025
−Removed: Employment Letter between the Registrant and Shelley Webb, dated January 30, 2025
−Removed: 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
−Removed: Letter to the Securities and Exchange Commission from KPMG LLP, dated March 9, 2023
−Removed: 001-40216 16.1
−Removed: March 9, 2023
+Added: 10.28† Amendment No.
+Added: 3 to the Amended and Restated Strategic Partnership Agreement, dated August 30, 2023, by and among the Registrant and Aurora Operations, Inc., and AUMOVIO Germany GmbH and AUMOVIO Autonomous Mobility Germany GmbH
19.1 Aurora Innovation, Inc.
−Removed: Insider Trading Policy
+Added: Insider Trading Policy as amended on May 1, 2025
21.1 List of Subsidiaries
23.1 Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers)
−Removed: Consent of Independent Registered Public Accounting Firm (KPMG)
−Removed: Consent of Wilson Sonsini Goodrich & Rosati, P.C.
−Removed: (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
97.1 Compensation Recovery Policy
−Removed: February 15, 2024
−Removed: Incorporated by reference Filed or Furnished Herewith
−Removed: Description Form File No.
+Added: 10-K 001-40216 97.1 February 15, 2024
101.INS Inline XBRL Instance Document X
23 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: /s/ Sterling Anderson Director February 14, 2025
−Removed: Sterling Anderson
+Added: /s/ John Donahoe
+Added: Director February 11, 2026
/s/ Brittany Bagley Director February 11, 2026
13 unchanged sentences
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.