aur-20260402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x

Filed by a party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12


AURORA INNOVATION, INC.
(Name of Registrant as Specified in its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1654 Smallman Street

Pittsburgh, Pennsylvania 15222

(888) 583-9506

April 2, 2026

Dear Fellow Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of Aurora Innovation, Inc., to be held on May 21, 2026 at 1:00 p.m., Eastern Time. The 2026 annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/AUR2026.

The attached formal meeting notice and proxy statement contain details of the business to be conducted at the annual meeting.

Your vote is important. Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the internet, telephone or mail.

On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in Aurora.

Sincerely,

Chris Urmson

Co-Founder, Chief Executive Officer and Chairman

AURORA INNOVATION, INC.

1654 Smallman Street

Pittsburgh, Pennsylvania 15222

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Time and Date			1:00 p.m., Eastern Time, on May 21, 2026

Virtual Location			The annual meeting of stockholders of Aurora Innovation, Inc. (the “Company”) will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/AUR2026, where you will be able to listen to the meeting live, submit questions and vote online during the meeting. You will need to have your 16-digit control number included on your proxy card or the instructions that accompanied your proxy materials in order to join the annual meeting.

Items of Business			•To elect Gloria Boyland, Michelangelo Volpi, and Lara Caimi as Class II directors to hold office until our 2029 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier resignation, removal or death. •To approve, on an advisory basis, the compensation of our named executive officers. •To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. •To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof.

Record Date			Close of business on March 23, 2026 Only stockholders of record as of the close of business on March 23, 2026 are entitled to notice of and to vote at the annual meeting. A list of stockholders of record will be available for inspection by stockholders of record during normal business hours for a period of ten days ending on the day before the annual meeting for any purpose germane to the meeting at our corporate headquarters at 1654 Smallman Street, Pittsburgh, Pennsylvania 15222. For access to the stockholder list, please contact us at notices@aurora.tech.

Availability of Proxy Materials			The Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report, is first being sent or given on or about April 2, 2026 to all stockholders entitled to vote at the annual meeting as of the record date. The proxy materials and our annual report can be accessed on or about April 2, 2026 by visiting www.proxyvote.com.

Voting			Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to submit your proxy or voting instructions via the internet, telephone or mail as soon as possible.


			By order of the Board of Directors,

			Shelley Webb
			Chief Legal Officer
			Pittsburgh, Pennsylvania
			April 2, 2026

Table of Contents

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING		1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		8
	Composition of the Board	8
	Nominees for Director	8
	Continuing Directors	9
	Director Independence	11
	Board Leadership Structure	11
	Role of Board in Risk Oversight Process	12
	Corporate Social Responsibility	12
	Board Committees	13
	Attendance at Board and Stockholder Meetings	14
	Executive Sessions of Non-Employee Directors	15
	Compensation Committee Interlocks and Insider Participation	15
	Considerations in Evaluating Director Nominees	15
	Stockholder Recommendations and Nominations to our Board of Directors	16
	Communications with the Board of Directors	16
	Insider Trading Policy	17
	Policy Prohibiting Hedging or Pledging of Securities	17
	Corporate Governance Guidelines and Code of Conduct and Ethics	17
	Director Compensation	18
PROPOSAL NO. 1: ELECTION OF CLASS II DIRECTORS		20
	Nominees	20
	Vote Required	20
	Board Recommendation	20
PROPOSAL NO. 2: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		21
	Vote Required	21
	Board Recommendation	21
PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		22
	Fees Paid to the Independent Registered Public Accounting Firm	22
	Auditor Independence	22
	Audit Committee Policy on Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm	23
	Vote Required	23
	Board Recommendation	23
REPORT OF THE AUDIT COMMITTEE		24
EXECUTIVE OFFICERS		25
EXECUTIVE COMPENSATION		26
	Compensation Discussion and Analysis	26
	Compensation Risk Assessment	37
	Compensation Committee Report	38
	Summary Compensation Table for Fiscal Year 2025	39
	Grants of Plan-Based Awards for Fiscal Year 2025	40
	Outstanding Equity Awards at 2025 Year-End	41
	Option Exercises and Stock Vested at 2025 Year-End	42
	Pension Benefit and Nonqualified Deferred Compensation Plan	42

Table of Contents


	Potential Payments upon Termination or Change in Control	42
	Pay versus Performance	44
	CEO Pay Ratio	47
EQUITY COMPENSATION PLAN INFORMATION		49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		50
RELATED PERSON TRANSACTIONS		53
	Agreements with Employees, Directors and Officers	53
	Director and Officer Indemnification	53
	Other Related Person Transactions	54
	Policies and Procedures for Related Person Transactions	55
OTHER MATTERS		56
	Stockholder Proposals or Director Nominations for 2027 Annual Meeting	56
	Availability of Bylaws	56
	Delinquent Section 16(a) Reports	56
	2025 Annual Report	57

Table of Contents

AURORA INNOVATION, INC.

PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

To be held at 1:00 p.m., Eastern Time, on May 21, 2026

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. As used in this proxy statement, references to “Aurora,” “the Company,” “we,” “us,” “our” and other similar terms refer to Aurora Innovation, Inc. and its consolidated subsidiaries.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

Why am I receiving these materials?

This proxy statement and the form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2026 annual meeting of stockholders of the Company and any postponements, adjournments or continuations thereof. The annual meeting will be held on May 21, 2026 at 1:00 p.m., Eastern Time. The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/AUR2026, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.

The Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, containing instructions on how to access this proxy statement, the accompanying notice of annual meeting and form of proxy and our annual report, is first being sent or given on or about April 2, 2026 to all stockholders of record as of the close of business on March 23, 2026. The proxy materials and our annual report can be accessed on or about April 2, 2026 by visiting www.proxyvote.com. If you receive a Notice of Internet Availability, then you will not receive a printed copy of the proxy materials or our annual report in the mail unless you specifically request these materials. Instructions for requesting a printed copy of the proxy materials and our annual report are set forth in the Notice of Internet Availability.

What proposals will be voted on at the annual meeting?

The following proposals will be voted on at the annual meeting:

•the election of Gloria Boyland, Michelangelo Volpi and Lara Caimi as Class II directors to hold office until our 2029 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier resignation, removal or death;

•the approval, on an advisory basis, of the compensation of our named executive officers; and

•the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

As of the date of this proxy statement, our management and board of directors were not aware of any other matters to be presented at the annual meeting.

How does the board of directors recommend that I vote on these proposals?

Our board of directors recommends that you vote your shares:

•“FOR” the election of Gloria Boyland, Michelangelo Volpi and Lara Caimi as Class II directors;

-1-

Table of Contents

•“FOR” the approval, on an advisory basis, of the compensation of our named executive officers; and

•“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

Who is entitled to vote at the annual meeting?

Holders of our Class A common stock and Class B common stock as of the close of business on March 23, 2026, the record date for the annual meeting, may vote at the annual meeting. As of the record date, there were 1,652,829,317 shares of our Class A common stock outstanding and 307,339,183 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each matter properly brought before the annual meeting and each share of Class B common stock is entitled to ten votes on each matter properly brought before the annual meeting. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our common stock.

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was sent directly to you by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the annual meeting. Throughout this proxy statement, we refer to these holders as “stockholders of record.”

Street Name Stockholders. If your shares are held in a brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of shares held in street name, and the Notice of Internet Availability was forwarded to you by your broker, bank or other nominee, which is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account by following the instructions that your broker, bank or other nominee sent to you. Beneficial holders who did not receive a 16-digit control number from their broker, bank or other nominee who wish to attend the meeting should follow the instructions from their broker, bank or other nominee, including any requirement to obtain a legal proxy. Throughout this proxy statement, we refer to these holders as “street name stockholders.”

Is there a list of registered stockholders entitled to vote at the annual meeting?

A list of stockholders of record will be available for inspection by stockholders of record during normal business hours for a period of ten days ending on the day before the annual meeting for any purpose germane to the meeting at our corporate headquarters at 1654 Smallman Street, Pittsburgh, Pennsylvania 15222. For access to the stockholder list, please contact us at notices@aurora.tech.

How many votes are needed for approval of each proposal?

•Proposal No. 1: Each director is elected by a plurality of the voting power of the shares present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors. A plurality means that the nominees with the largest number of FOR votes are elected as directors. You may (1) vote FOR the election of each of the director nominees named herein or (2) WITHHOLD authority to vote for each such director nominee. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.

•Proposal No. 2: The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the annual meeting and entitled to vote on such proposal. You may vote FOR or AGAINST this proposal, or you

-2-

Table of Contents

may indicate that you wish to ABSTAIN from voting on this proposal. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against this proposal, i.e., will have the same effect as a vote AGAINST this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this vote is advisory only, it will not be binding on us or on our board of directors. However, our board of directors and our compensation committee will consider the outcome of the vote when making future decisions regarding executive compensation.

•Proposal No. 3: The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the annual meeting and entitled to vote on such proposal. You may vote FOR or AGAINST this proposal, or you may indicate that you wish to ABSTAIN from voting on this proposal. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against this proposal, i.e., will have the same effect as a vote AGAINST this proposal. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.

Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the annual meeting?

Members of our board of directors may have an interest in Proposal 1, the election of the three director nominees to the board of directors as set forth herein, as Ms. Boyland and Mr. Volpi are currently members of the board of directors. Certain of our directors and officers are named executive officers and thus may have an interest in Proposal 2, the approval, on an advisory basis, of the compensation of our named executive officers. Members of the board of directors and our executive officers do not have any interest in Proposal 3, the ratification of the appointment of our independent registered public accounting firm.

What is the quorum requirement for the annual meeting?

A quorum is the minimum number of shares required to be present or represented at the annual meeting for the meeting to be properly held under our bylaws and Delaware law. The presence, in person or by proxy, of a majority of the voting power of our capital stock issued and outstanding and entitled to vote will constitute a quorum to transact business at the annual meeting. Abstentions, choosing to affirmatively indicate that a stockholder is withholding authority to vote on a given proposal and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. Whether or not a quorum is present, the chairperson of the meeting may adjourn the meeting to another time or place.

What is the difference between holding shares as a record holder and as a beneficial owner (holding shares in street name)?

If your shares are registered in your name with our transfer agent, Equiniti Trust Company, LLC, you are the “record holder” of those shares. If you are a record holder, the Notice of Internet Availability has been provided directly to you by the Company.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, the Notice of Internet Availability was forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As the beneficial owner, you have the right to instruct this organization on how to vote your shares. Because you are not the stockholder of record, you may not vote your shares electronically during the annual meeting unless you request and obtain a valid proxy issued in your name from the broker, bank or other nominee considered the stockholder of record of the shares.

-3-

Table of Contents

How do I vote and what are the voting deadlines?

Stockholders of Record. If you are a stockholder of record, you may vote in one of the following ways:

•by internet at www.proxyvote.com, 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on May 20, 2026 (have your Notice of Internet Availability or proxy card in hand when you visit the website);

•by toll-free telephone at (800) 690-6903, 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on May 20, 2026 (have your Notice of Internet Availability or proxy card in hand when you call);

•by completing, signing and mailing your proxy card, which must be received prior to the annual meeting; or

•by attending the virtual meeting by visiting www.virtualshareholdermeeting.com/AUR2026, where you may vote and submit questions during the annual meeting (have your Notice of Internet Availability or proxy card in hand when you visit the website).

Street Name Stockholders. If you are a street name stockholder and did not receive a 16-digit control number from your broker, bank or other nominee for you to vote your own shares, then you will receive voting instructions from your broker, bank or other nominee. You must follow these instructions, including any requirement to obtain a legal proxy, in order to instruct them on how to vote your shares. The availability of internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder who did not receive a 16-digit control number, then you may not vote your shares at the annual meeting unless you follow the voting instructions from your broker, bank or other nominee and obtain any legal proxy they may require.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholders of Record. If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

•“FOR” the election of Gloria Boyland, Michelangelo Volpi and Lara Caimi as Class II directors;

•“FOR” the approval, on an advisory basis, of the compensation of our named executive officers; and

•“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

In addition, if any other matters are properly brought before the annual meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Street Name Stockholders. Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole routine matter: the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Your broker, bank or other nominee will not have discretion to vote on any other proposals, which are considered non-routine matters, absent direction from you. In the event that your broker, bank or other nominee votes your shares on our sole routine matter, but is not able to vote your shares on the non-routine matters, then those shares will be treated as broker non-votes with respect to the non-routine proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your shares are counted on each of the proposals.

-4-

Table of Contents

Can I change my vote or revoke my proxy?

Stockholders of Record. If you are a stockholder of record, you can change your vote or revoke your proxy before the annual meeting by:

•entering a new vote by internet or telephone (subject to the applicable deadlines for each method as set forth above);

•completing and returning a later-dated proxy card, which must be received prior to the annual meeting;

•delivering a written notice of revocation to Aurora Innovation, Inc., 1654 Smallman Street, Pittsburgh, Pennsylvania 15222, Attention: Legal Department, which must be received prior to the annual meeting; or

•attending and voting at the annual meeting (although attendance at the annual meeting will not, by itself, revoke a proxy).

Street Name Stockholders. If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change or revoke your proxy.

Will I be able to participate in the virtual annual meeting on the same basis on which I would be able to participate in a live annual meeting?

Our annual meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for our annual meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of our virtual annual meeting to ensure that our stockholders who attend our annual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

•providing stockholders with the ability to submit appropriate questions up to 15 minutes in advance of the meeting;

•providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and

•answering as many questions submitted in accordance with the meeting rules of conduct as appropriate in the time allotted for the meeting.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. David Maday, our Chief Financial Officer, and Shelley Webb, our Chief Legal Officer, and each of them, with full power of substitution and re-substitution, have been designated as proxy holder for the annual meeting by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the annual meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors on the proposals as described above. If any other matters are properly brought before the annual meeting, then the proxy holders will use their own judgment to determine how to vote your shares. If the annual meeting is postponed or adjourned, then the proxy holder can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

-5-

Table of Contents

Who will count the votes?

A representative of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspector of election.

How can I contact Aurora’s transfer agent?

You may contact our transfer agent, Equiniti Trust Company, LLC, by telephone at (800) 937-5449, or by writing Equiniti Trust Company, LLC, at 1110 Centre Point Curve, Suite 101, Mendota Heights, MN 55120. You may also access instructions with respect to certain stockholder matters (e.g., change of address) via the internet at https://equiniti.com/us/ast-access.

How are proxies solicited for the annual meeting and who is paying for such solicitation?

Our board of directors is soliciting proxies for use at the annual meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation.

Where can I find the voting results of the annual meeting?

We will disclose voting results on a Current Report on Form 8-K that we will file with the U.S. Securities and Exchange Commission (the “SEC”) within four business days after the meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?

In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the internet. As a result, we are mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the proxy materials. The Notice of Internet Availability contains instructions on how to access our proxy materials on the internet, how to vote on the proposals, how to request printed copies of the proxy materials and our annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce our costs and the environmental impact of our annual meetings.

What does it mean if I receive more than one Notice of Internet Availability or more than one set of printed proxy materials?

If you receive more than one Notice of Internet Availability or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice of Internet Availability or each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.

-6-

Table of Contents

I share an address with another stockholder, and we received only one copy of the Notice of Internet Availability or proxy statement and annual report. How may I obtain an additional copy of the Notice of Internet Availability or proxy statement and annual report?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the Notice of Internet Availability and, if applicable, the proxy statement and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable, the proxy statement and annual report, to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s Notice of Internet Availability or proxy statement and annual report, as applicable, you may contact us as follows:

Aurora Innovation, Inc.

Attention: Investor Relations

1654 Smallman Street

Pittsburgh, Pennsylvania 15222

Tel: (888) 583-9506

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

-7-

Table of Contents

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of the Board

Aurora’s business and affairs are managed under the direction of the board of directors. Our board of directors currently consists of eight directors, seven of whom are independent under the listing standards of The Nasdaq Stock Market LLC, or Nasdaq.

The number of directors is fixed by the board of directors, subject to the terms of our certificate of incorporation and amended and restated bylaws. Each of our directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier resignation, removal or death.

Our board of directors is divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Thus, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth the names, ages as of March 23, 2026, and certain other information for each of our directors and director nominees:

Name

Class

Age

Position(s)

Director Since

Current

Term

Expires

Expiration of

Term for

Which

Nominated

Nominees for Director

Gloria Boyland(1)(3)

Director

March 2023

2026

2029

Michelangelo Volpi(2)

Director

January 2018

2026

2029

Lara Caimi(4)

Director Nominee

2029

Continuing and Other Directors

Brittany Bagley(1)(2)

III

Director

July 2021

2027

—

Reid Hoffman(3)

III

Director

January 2018

2027

—

David Wehner(5)

III

Director

February 2026

2027

—

Chris Urmson

Co-Founder, Chief Executive Officer and Chairman

March 2017

2028

—

John Donahoe(1)

Director

May 2025

2028

—

Shailen Bhatt(3)(6)

Director

December 2024

2026

N/A

______________________________

(1)Member of audit committee

(2)Member of compensation committee

(3)Member of nominating and corporate governance committee

(4)Following her election to the board of directors, Ms. Caimi will serve as a member of the nominating and corporate governance committee.

(5)Following the conclusion of the 2026 annual meeting, Mr. Wehner will serve as a member of the compensation committee and also will serve as a member of the audit committee in place of Ms. Boyland.

(6)Mr. Bhatt will not stand for re-election at the 2026 annual meeting.

Nominees for Director

Gloria Boyland. Ms. Boyland has served as a member of our board of directors since March 2023. Ms. Boyland is a retired senior executive of FedEx Corporation, a global logistics and transportation company (“FedEx”), where she served in various leadership positions from 2004 to 2020, including as Corporate Vice President, Operations & Service Support beginning in 2016. While at FedEx, Ms. Boyland led operations research and operational initiatives in electro mobility, network and fleet automation, customer experience improvements and advancing new service offerings. Prior to her tenure

-8-

Table of Contents

at FedEx, Ms. Boyland held various leadership positions at General Electric Company from 1992 to 2004, including as General Manager, Fleet Management Services - GE Fleet and Six Sigma Enterprise Quality Leader, GE Auto Finance Services. Earlier in her career, Ms. Boyland served as legal counsel for AXA Financial from 1986 to 1992. Ms. Boyland currently serves on the boards of directors of Vontier Corporation and United Natural Foods, Inc., and previously served as a member of the boards of Chesapeake Energy Corporation and UMRF Ventures, Inc. In 2016, Ms. Boyland was appointed to the U.S. Department of Transportation’s Advisory Committee on Automation in Transportation. Ms. Boyland also served as a strategic advisor to the Company from 2020 to 2021. Ms. Boyland holds a B.A. in Psychology and Business from Eckerd College, a J.D. from the University of Pennsylvania and an MBA from Duke University’s Fuqua School of Business.

We believe Ms. Boyland is qualified to serve on our board of directors because of her operational and leadership experience in the transportation and logistics industry.

Michelangelo Volpi. Mr. Volpi has served as a member of our board of directors since January 2018. Mr. Volpi has served as Partner at Index Ventures, a venture capital firm, since July 2009 and as the General Partner at Hanabi Capital, a venture capital firm, since January 2025. Mr. Volpi joined Index Ventures and helped establish the firm’s San Francisco office. He invests primarily in software infrastructure and artificial intelligence companies. Mr. Volpi is currently serving on the boards of Cockroach Labs, Inc., Cohere Inc., Hebbia, Inc., Kong Inc., Ferrari N.V. and Wealthfront Corporation, among others. Mr. Volpi held several executive positions prior to Index and Hanabi Capital, including Chief Strategy Officer and SVP/GM of Cisco’s routing business. While at Cisco, he managed a P&L in excess of $10 billion in revenues, and his team was responsible for the acquisition of over 70 companies, some of which were multi-billion dollar deals. Mr. Volpi has a B.S. in mechanical engineering and an M.S. in manufacturing systems engineering from Stanford and an MBA from the Stanford Graduate School of Business. He also currently serves on the board of directors of Stanford Health Care and previously served on the board of directors of Elastic N.V., Zuora, Inc. and Stellantis N.V. (f/k/a Fiat Chrysler Automobile N.V.).

We believe Mr. Volpi is qualified to serve as a member of our board of directors due to his extensive experience in senior leadership positions at technology and other companies.

Lara Caimi. Ms. Caimi most recently served as President of Worldwide Field Operations at Samsara Inc. from May 2023 to March 2025, where she led the company’s global go-to-market organization across sales, customer success, partnerships, and revenue operations. Prior to joining Samsara, Ms. Caimi served in senior executive roles at ServiceNow from 2017 to 2023, including as Chief Customer and Partner Officer and Chief Strategy Officer, where she helped scale the company’s global enterprise software platform and partner ecosystem. Earlier in her career, Ms. Caimi was a Partner at Bain & Company, advising technology companies on growth strategy, go-to-market execution, and mergers and acquisitions. Ms. Caimi served on the Board of Directors of Confluent, Inc. since 2020. Ms. Caimi holds a bachelor’s degree in Economics and English Literature from St. Olaf College, a Master of International Business from the University of Sydney as a Fulbright Scholar, and an M.B.A. from Harvard Business School.

We believe Ms. Caimi is qualified to serve as a member of our board of directors due to her extensive experience in senior leadership positions at technology and other companies.

Continuing Directors

Brittany Bagley. Ms. Bagley has served as a member of our board of directors since July 2021. Ms. Bagley currently serves as Chief Operating Officer and Chief Financial Officer of Axon Enterprise, Inc., a global public safety technology company. Prior to Axon, she served as Chief Financial Officer of Sonos, Inc. from April 2019 to August 2022 and served on Sonos’ board of directors and as chair of the compensation committee from September 2017 to April 2019. From July 2007 to April 2019, Ms. Bagley was part of the Americas Private Equity team at Kohlberg Kravis Roberts & Co. L.P. where she was involved in a number of investments and board roles. Prior to joining KKR, Ms. Bagley was a technology

-9-

Table of Contents

investment banking analyst at The Goldman Sachs Group, Inc. Ms. Bagley holds a B.A. in Economics, magna cum laude, from Brown University.

We believe Ms. Bagley is qualified to serve on our board of directors because of her financial knowledge and leadership experience in the technology industry.

Reid Hoffman. Mr. Hoffman has served as a member of our board of directors since January 2018. Mr. Hoffman is an accomplished entrepreneur, executive and investor, and has played an integral role in building many of today’s leading consumer technology businesses. He co-founded LinkedIn Corporation, served as its founding Chief Executive Officer, and served as its Executive Chairman until the company’s acquisition by Microsoft Corporation for $26.2 billion. In 2009, Mr. Hoffman joined Greylock Partners, a venture capital firm, where he focuses on building products that can reach hundreds of millions of participants and business that have network effects. In 2022, he co-founded Inflection AI, an artificial intelligence company. He also serves on the board of directors of Entrepreneur First, Microsoft Corporation, Nauto, and a few early stage companies still in stealth. He also previously served on the board of directors of Joby Aviation. Additionally, Mr. Hoffman serves on multiple not-for-profit boards, including Endeavor, Berggruen Institute, Opportunity @ Work, the Stanford Institute for Human-Centered AI and the MacArthur Foundation’s Lever for Change. Mr. Hoffman is the host of two award-winning podcasts - Masters of Scale and Possible. He is the co-author of five best-selling books: The Startup of You, The Alliance, Blitzscaling, Masters of Scale and Impromptu. Mr. Hoffman holds a B.S. in Symbolic Systems from Stanford University and a master’s degree in Philosophy from Oxford University, where he was a Marshall Scholar.

We believe Mr. Hoffman is qualified to serve on our board of directors because of his extensive leadership and investing experience in the technology industry and knowledge of high-growth companies.

David Wehner. Mr. Wehner has served as a member of our board of directors since February 2026. Mr. Wehner has served as Chief Strategy Officer of Meta Platforms, Inc. (formerly Facebook, Inc.), a publicly-traded company, since November 2022. Mr. Wehner joined Meta Platforms, Inc. in November 2012 as Vice President, Corporate Finance and Business Planning and served as Chief Financial Officer from June 2014 to November 2022. From August 2010 until November 2012, Mr. Wehner served as Chief Financial Officer at Zynga Inc., a provider of social game services. From February 2001 to July 2010, Mr. Wehner served in various positions at Allen & Company, an investment bank, including as a Managing Director from November 2006 to July 2010. Mr. Wehner holds an M.S. in applied physics from Stanford University and a B.S. in chemistry from Georgetown University.

We believe Mr. Wehner is qualified to serve on our board of directors because of his operational and leadership experience in the technology industry.

Chris Urmson. Mr. Urmson is a co-founder of Aurora and has served as Chief Executive Officer and a director on the board at Aurora since its formation in 2017. Prior to founding Aurora, Mr. Urmson helped build Google’s self-driving program from 2009 to 2016 and served as Chief Technology Officer of the group. Mr. Urmson has over 20 years of experience leading automated vehicle programs. He was the Director of Technology for Carnegie Mellon’s DARPA Grand and Urban Challenge Teams, which placed second and third in 2005 and first in 2007. Mr. Urmson earned his Ph.D. in Robotics from Carnegie Mellon University and his BEng in Computer Engineering from the University of Manitoba. Mr. Urmson currently serves on Carnegie Mellon’s School of Computer Science Dean’s Advisory Board. He also currently serves on the board of directors for Edge Case, a company working to assure the safety of autonomous systems for real world deployment. Mr. Urmson has authored over 50 publications and is a prolific inventor.

We believe Mr. Urmson is qualified to serve on our board of directors, given his extensive technical and leadership experience in the self-driving sector and the unique perspective he brings as one of Aurora’s co-founders and current Chief Executive Officer.

-10-

Table of Contents

John Donahoe. Mr. Donahoe has served as a member of our board of directors since May 2025. Mr. Donahoe currently serves as the athletic director of Stanford University. From January 2020 to October 2024, Mr. Donahoe served as President and Chief Executive Officer of Nike, Inc., a global designer, marketer and distributor of athletic apparel. Prior to joining Nike, Mr. Donahoe served as Chief Executive Officer of ServiceNow, an IT service management and workflow automation company, from 2017 to 2019, as Chief Executive Officer of eBay, a global e-commerce company, from 2008 to 2015 and as Chief Executive Officer and Worldwide Managing Director of Bain & Company, a management consulting firm, from 1999 to 2005. Mr. Donahoe previously served on the board of directors of Nike from June 2014 until October 2024, PayPal Holdings, Inc. from July 2015 to July 2024, ServiceNow from April 2017 to June 2020 and Intel Corporation from March 2009 to May 2017. Mr. Donahoe holds a B.A. in Economics from Dartmouth College and an MBA from the Stanford Graduate School of Business.

We believe Mr. Donahoe is qualified to serve on our board of directors because of his extensive experience in senior leadership positions at technology and other companies.

Director Independence

Our Class A common stock is listed on Nasdaq. As a company listed on Nasdaq, we are required under Nasdaq listing rules to maintain a board comprised of a majority of independent directors as determined affirmatively by our board. Under Nasdaq listing rules, a director will only qualify as an independent director if, in the opinion of that listed company’s board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees be independent.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Nasdaq listing rules applicable to audit committee members. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and Nasdaq listing rules applicable to compensation committee members.

Our board of directors has undertaken a review of the independence of each of our directors and director nominees. Based on information provided by each director and director nominee concerning his or her background, employment and affiliations, our board of directors, based on its review and the recommendation of the nominating and corporate governance committee, has determined that none of the directors and director nominees, with the exception of Chris Urmson, who serves as Chief Executive Officer of the Company, have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors and director nominees is an “independent director” as defined under the listing standards of Nasdaq.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director and director nominee has with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and director nominee and the transactions involving them described in the section titled “Related Person Transactions.”

There are no family relationships among any of our directors, director nominees or executive officers.

Board Leadership Structure

Chris Urmson serves as our Chief Executive Officer and Chairman. We believe that Mr. Urmson’s combined role enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders. As one of our founders, Mr. Urmson has extensive knowledge of all aspects of our business, industry and our products, and is best positioned to identify strategic priorities, lead critical discussions and

-11-

Table of Contents

execute our business plans. As a major stockholder, Mr. Urmson is also invested in our long-term success. Moreover, we believe that the combined role is both counterbalanced and enhanced with effective oversight by our independent directors and strong independent board committee system. Currently, we do not have a lead independent director, but as a result of our board’s committee system and it being composed of a majority of independent directors, our board maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates and corporate governance programs. Accordingly, we believe that our current leadership structure is appropriate and enhances the board’s ability to effectively carry out its roles and responsibilities on behalf of our stockholders.

Role of Board in Risk Oversight Process

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks the Company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. Our board reviews strategic and operational risk in the context of discussions, question and answer sessions and reports from the management team at each regular board meeting, receives reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions.

In addition, our board has tasked designated standing committees with oversight of certain categories of risk management. Our audit committee assists our board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and also, among other things, discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our compensation committee assesses risks relating to our executive compensation plans and arrangements, human capital management and whether our compensation policies and programs have the potential to encourage excessive risk taking. Our nominating and corporate governance committee assesses risks relating to our corporate governance practices, the independence of the board and potential conflicts of interest.

Our board of directors believes its current leadership structure supports the risk oversight function of the board.

Corporate Social Responsibility

Achieving our mission — delivering the benefits of self-driving technology safely, quickly and broadly — is how we aim to make a positive impact in communities. We strive to revolutionize transportation by making roads safer, helping goods to more efficiently reach those who need them, reducing greenhouse gas emissions, providing better services for people who currently have difficulty accessing transportation and freeing up time during commutes.

Aurora remains deeply committed to the communities in which we have a presence — partnering with educational institutions and community-based organizations to educate on the benefits of self-driving technology and investing in programs that address community workforce needs while strengthening the pipeline of unique perspectives and talent to fuel key business needs. Such initiatives include, for example, programs that help train and upskill technicians in fields important to the autonomous vehicle industry, such as optics, lasers and photonics, and other areas of autonomous vehicle technical work.

We celebrate the mix of people, experiences and backgrounds that make up Aurora, and we encourage each other to speak up and share perspectives, inclusively, respectfully and thoughtfully. We are building technology that will benefit all people and all communities, so we strive to foster and embrace the wealth of unique perspectives and experiences throughout our business and our teams to bring us closer to those we serve.

Fostering a sustainable environment is also important to us. Longer-term, we believe commercialization of our self-driving technology will contribute to a more sustainable future given the potential to materially reduce fuel consumption and greenhouse gas emissions through eco-driving, off-peak deployment and capping peak speeds.

-12-

Table of Contents

Board Committees

Our board of directors has established the following standing committees of the board: audit committee; compensation committee; and nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below.

Audit Committee

Our audit committee consists of Brittany Bagley, John Donahoe and Gloria Boyland. On August 20, 2025, Mr. Donahoe joined our audit committee. Following the conclusion of the 2026 annual meeting, David Wehner will replace Ms. Boyland and serve as a member of the audit committee. Our board of directors has determined that each of the members of the audit committee meets the requirements for independence under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to audit committee members and also meets the financial literacy requirements of the listing standards of Nasdaq.

Brittany Bagley serves as the chair of the audit committee. Our board of directors has determined that each of Ms. Bagley and Mr. Wehner qualifies as an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. In making this determination, our board of directors considered Ms. Bagley’s and Mr. Wehner’s formal education and previous experience in financial roles. Both our independent registered public accounting firm and management periodically meet privately with our audit committee.

Our audit committee is responsible for the following duties, among others:

•appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

•discussing with our independent registered public accounting firm their independence from management;

•reviewing with our independent registered public accounting firm the scope and results of their audit;

•pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

•reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and

•establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our audit committee is available on our website at ir.aurora.tech/corporate-governance.

Compensation Committee

Our compensation committee consists of Michelangelo Volpi and Brittany Bagley and, following the conclusion of the 2026 annual meeting, David Wehner, with Michelangelo Volpi serving as chairperson. Our board of directors has determined that each member of the compensation committee meets the requirements for independence under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to compensation committee members, and that each

-13-

Table of Contents

member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.

Our compensation committee is responsible for the following duties, among other things:

•reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of these goals and objectives and setting or making recommendations to our board of directors regarding the compensation of our Chief Executive Officer;

•reviewing and setting or making recommendations to the board of directors regarding the compensation of our other executive officers;

•making recommendations to the board of directors regarding the compensation of our directors;

•reviewing and approving or making recommendations to the board of directors regarding our incentive compensation and equity-based plans and arrangements;

•reviewing and making recommendations to the board of directors regarding our human capital management strategies, initiatives and programs; and

•appointing and overseeing any compensation consultants.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our compensation committee is available on our website at ir.aurora.tech/corporate-governance.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Reid Hoffman, Shailen Bhatt (until the 2026 annual meeting) and Gloria Boyland and, following her election at the 2026 annual meeting, Lara Caimi, with Reid Hoffman serving as chairperson. Our board of directors has determined that our nominating and corporate governance committee meets the requirements for independence under the listing standards of Nasdaq.

Our nominating and corporate governance committee is responsible for the following duties, among other things:

•identifying individuals qualified to become members of the board of directors, consistent with criteria approved by the board of directors;

•recommending to the board of directors the nominees for election to the board of directors at annual meetings of our stockholders;

•overseeing an evaluation of the board of directors and its committees; and

•developing and recommending to the board of directors a set of corporate governance guidelines.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of Nasdaq. A copy of the charter of our nominating and corporate governance committee is available on our website at ir.aurora.tech/corporate-governance.

Attendance at Board and Stockholder Meetings

During our fiscal year ended December 31, 2025, the full board of directors met four times, the audit committee met four times, the compensation committee met three times and the nominating and corporate governance committee met four

-14-

Table of Contents

times. Each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of the board of directors held during the period for which he or she has been a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he or she served.

Although we do not have a formal policy regarding attendance by members of our board of directors at the annual meetings of stockholders, we strongly encourage, but do not require, directors to attend. At the time of our 2025 annual meeting of stockholders, our board of directors consisted of eight directors, and five of them attended the meeting.

Executive Sessions of Non-Employee Directors

To encourage and enhance communication among non-employee directors, and as required under applicable Nasdaq rules, our corporate governance guidelines provide that the non-employee directors will meet in executive sessions without management directors or management present on a periodic basis. In addition, if any of our non-employee directors are not independent directors, then our independent directors will also meet in executive session on a periodic basis.

Compensation Committee Interlocks and Insider Participation

During 2025, the members of our compensation committee were Michelangelo Volpi, Brittany Bagley and Claire D’Oyly-Hughes Johnson. None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. While our board has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business acumen and experience, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the board and skills that are complementary to the board, an understanding of our business, an understanding of the responsibilities that are required of a member of the board and other time commitments, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board.

Our board of directors believes that the board should have a broad range of perspectives, backgrounds and experiences. The demographic background of our continuing directors and director nominees includes two individuals who identify as female and one individual who identifies as a member of a historically under-represented communities.

If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. In determining whether to recommend a director for reelection, our nominating and corporate governance committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the board and our business and other qualifications and characteristics set forth in the charter of our nominating and corporate governance committee.

After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance

-15-

Table of Contents

committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board.

Lara Caimi has been nominated by our board of directors upon the recommendation of our nominating and corporate governance committee.

Stockholder Recommendations and Nominations to our Board of Directors

Our nominating and corporate governance committee will consider recommendations and nominations for candidates to our board of directors from stockholders in the same manner as candidates recommended to the committee from other sources, so long as such recommendations and nominations comply with our certificate of incorporation and bylaws, all applicable company policies and all applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our bylaws and corporate governance guidelines and the director nominee criteria described above.

Stockholders holding at least one percent of our fully diluted capitalization continuously for at least twelve months prior to the date of the submission may recommend director nominees for consideration by our nominating and corporate governance committee by writing to the Secretary of the Company. A stockholder that wants to recommend a candidate to our board of directors should direct the recommendation in writing by letter to our corporate secretary at Aurora Innovation, Inc., 1654 Smallman Street, Pittsburgh, Pennsylvania 15222, Attention: Secretary. Such recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us and evidence of the recommending stockholder’s ownership of our capital stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate. Per our corporate governance guidelines, stockholder recommendations must be received by December 31st of the year prior to the year in which the recommended candidate(s) will be considered for nomination by the nominating and corporate governance committee. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our bylaws, stockholders may also directly nominate persons for our board of directors. Any nomination must comply with the requirements set forth in our bylaws and the rules and regulations of the SEC and should be sent in writing to our corporate secretary at the address above. To be timely for our 2027 annual meeting of stockholders, nominations must be received by our corporate secretary observing the deadlines discussed below under “Other Matters—Stockholder Proposals or Director Nominations for 2027 Annual Meeting.”

Communications with the Board of Directors

Stockholders and other interested parties wishing to communicate directly with our non-management directors may do so by writing and sending the correspondence to our Chief Legal Officer by mail to our principal executive offices at Aurora Innovation, Inc., 1654 Smallman Street, Pittsburgh, Pennsylvania 15222, Attn: Chief Legal Officer. Our Chief Legal Officer, in consultation with appropriate directors as necessary, will review all incoming communications and screen for communications that (1) are solicitations for products and services, (2) relate to matters of a personal nature not relevant for our stockholders to act on or for our board to consider and (3) matters that are of a type that are improper or irrelevant to the functioning of our board or our business, for example, mass mailings, job inquiries and business solicitations. If appropriate, our Chief Legal Officer will route such communications to the appropriate director(s) or, if none is specified, then to the chairperson of the board or the lead independent director (if one is appointed). These policies and procedures do not apply to communications to non-management directors from our officers or directors who are stockholders or stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

-16-

Table of Contents

Insider Trading Policy

We have adopted an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. Our insider trading policy prohibits trading while in possession of material nonpublic information and during blackout periods, and provides for preclearance procedures for our directors, officers and employees, as well as other related policies and procedures, including as described below. Our insider trading policy has been filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition, with regard to the Company’s trading in its own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.

Policy Prohibiting Hedging or Pledging of Securities

Under our insider trading policy, our employees, including our executive officers, and the members of our board of directors are prohibited from, directly or indirectly, among other things, (1) engaging in short sales involving our securities, (2) trading in publicly-traded options, such as puts and calls and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued to such individuals by us), (3) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted to them by us as part of their compensation or held, directly or indirectly, by them, (4) pledging any of our securities as collateral for any loans and (5) holding our securities in a margin account.

Corporate Governance Guidelines and Code of Conduct and Ethics

Our board of directors has adopted corporate governance guidelines, which address, among other items, the qualifications and responsibilities of our directors and director candidates, the structure and composition of our board of directors and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a code of conduct and ethics that applies to all of our directors, officers and employees, including our chief executive officer, chief financial officer and principal accounting officer, as well as company contractors, consultants, advisors and agents. The full text of our corporate governance guidelines and code of conduct and ethics are available on our website at ir.aurora.tech/corporate-governance. We will post amendments to our code of conduct and ethics on the same website, and will disclose any waivers of our code of conduct and ethics as required by law, regulation, or other applicable rule.

-17-

Table of Contents

Director Compensation

Our compensation program for our non-employee directors (the “Outside Director Compensation Policy”) provides for the compensation of our non-employee directors for their service as director and consists of annual cash retainer fees and long-term equity awards. In July 2025, the Company amended the Outside Director Compensation Policy to provide that non-employee directors may elect to receive all of their annual cash retainer in restricted stock units. The cash and equity components of our compensation policy for non-employee directors are set forth below:


Position						Annual Cash Retainer ($)
Base Director Fee						60,000
Additional Chairperson Fee
Chair of the Audit Committee						25,000
Chair of the Compensation Committee						20,000
Chair of the Nominating and Corporate Governance Committee						10,000

Under our Outside Director Compensation Policy, each non-employee director upon first becoming a non-employee director receives an initial award of restricted stock units having a value of $225,000 (the “Initial Award”). The Initial Award will vest in equal installments annually over three years, subject to continued service through each applicable vesting date. On the date of each annual meeting of our stockholders, each non-employee director receives an annual restricted stock unit award having a value of $225,000, effective on the date of each annual meeting of stockholders (the “Annual Award”). The Annual Award vests on the earlier of one year following the grant date or the next annual meeting of stockholders, subject to continued service through the vesting date. All outstanding awards under the Outside Director Compensation Policy accelerate and vest upon a change in control.

Director Compensation for Fiscal Year 2025

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ended December 31, 2025. Non-employee directors may elect to receive all of their annual cash retainer in the form of restricted stock units that are fully vested on the applicable grant date and settle as soon as administratively practicable thereafter. Directors who are also our employees receive no additional compensation for their service as directors. During 2025, Chris Urmson was an employee and executive officer of the Company, and Sterling Anderson was an employee of the Company, and therefore, Mr. Urmson and Mr. Anderson did not receive additional compensation for their service as directors. Mr. Anderson resigned his employment as of June 1, 2025 and remained as a director of the Company until August 31, 2025. During the three months Mr. Anderson served as a non-employee director, Mr. Anderson declined compensation under the Outside Director Compensation Policy. See “Executive Compensation” for additional information regarding Mr. Urmson’s compensation and “Related Person Transactions” for additional information regarding Mr. Anderson’s compensation.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Brittany Bagley	85,000(2)	192,206	277,206
Claire D’Oyly-Hughes Johnson(3)	60,000	192,206	252,206
Gloria Boyland	60,000	192,206	252,206
Reid Hoffman	70,000	192,206	262,206
Shailen Bhatt	60,000	192,206	252,206
John Donahoe(4)	36,593	386,325	422,918
Michelangelo Volpi(5)	—	—	—
David Wehner(6)	—	—	—

_____________________________

(1)For stock awards reflected in the table above, the dollar value of the restricted stock unit awards shown in the “Stock Awards” column represents the aggregate grant date fair value calculated on the basis of the fair market value of the underlying shares of Class A common stock on the grant date in accordance with FASB ASC Topic 718.

-18-

Table of Contents

(2)On September 28, 2025, Ms. Bagley elected to receive restricted stock units in lieu of her annual cash retainer on a go-forward basis. As a result of such election, on January 2, 2026, Ms. Bagley was issued 4,966 shares of fully vested restricted stock units covering the cash retainer in the amount of $21,250 Ms. Bagley has earned as of December 31, 2025 for the fourth quarter of 2025.

(3)Ms. Hughes Johnson resigned from our board of directors effective February 27, 2026.

(4)Mr. Donahoe joined our board of directors on May 22, 2025 and received an Initial Award and an Annual Award in 2025.

(5)Mr. Volpi declined compensation under the Outside Director Compensation Policy.

(6)Mr. Wehner joined our board of directors on February 27, 2026 and accordingly did not receive any compensation in 2025.

The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2025:


Name						Number of Shares Underlying Outstanding Stock Awards
Brittany Bagley						31,875
Claire D’Oyly-Hughes Johnson(1)						31,875
Gloria Boyland						77,973
Reid Hoffman						31,875
Shailen Bhatt						53,379
John Donahoe						63,750
David Wehner(2)						0

_____________________________

(1)Ms. Hughes Johnson resigned from our board of directors effective February 27, 2026.

(2)Mr. Wehner joined our board of directors on February 27, 2026.

-19-

Table of Contents

PROPOSAL NO. 1:

ELECTION OF CLASS II DIRECTORS

Our board of directors currently consists of eight directors and is divided into three classes with staggered three-year terms. Our current Class II directors are Gloria Boyland, Shailen Bhatt and Michelangelo Volpi. Mr. Bhatt is not standing for re-election at the 2026 annual meeting. As a result, the board of directors has nominated Ms. Boyland, Mr. Volpi and Lara Caimi for election as Class II directors at the 2026 annual meeting for a three-year term. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier resignation, removal or death.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Ms. Boyland, Mr. Volpi and Ms. Caimi as nominees for election as Class II directors at the annual meeting. If elected, each of Ms. Boyland, Mr. Volpi and Ms. Caimi will serve as a Class II director until the 2029 annual meeting of stockholders and until his or her respective successor is elected and qualified or until his or her earlier resignation, removal or death. For more information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

Ms. Boyland, Mr. Volpi and Ms. Caimi have agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve if elected. In the event a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee designated by the present board of directors to fill the vacancy or the board of directors may reduce the size of the board.

Vote Required

Each director is elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

-20-

Table of Contents

PROPOSAL NO. 2:

NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF

OUR NAMED EXECUTIVE OFFICERS

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and SEC rules, we are providing our stockholders with the opportunity to vote to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all our named executive officers and the philosophy, policies and practices described in this proxy statement. We currently hold our Say-on-Pay vote annually, with the next Say-on-Pay vote to occur at our 2027 annual meeting of stockholders.

The Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee or our board of directors. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.

We believe that the information provided in the section titled “Executive Compensation,” and in particular the information discussed in the section titled “Executive Compensation-Compensation Discussion & Analysis-Our Compensation Philosophy,” demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR” the following non-binding resolution:

“RESOLVED: That the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the proxy statement for the annual meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables, the narrative discussion and other related disclosure.”

Vote Required

The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the annual meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote AGAINST this proposal. Broker non-votes will have no effect on the outcome of this proposal.

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

-21-

Table of Contents

PROPOSAL NO. 3:

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2026. PwC has served as our independent registered public accounting firm since March 7, 2023.

At the annual meeting, we are asking our stockholders to ratify the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Our audit committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of PwC, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. If our stockholders do not ratify the appointment of PwC, then our audit committee may reconsider the appointment. One or more representatives of PwC are expected to be present at the annual meeting, and they will have an opportunity to make a statement and are expected to be available to respond to appropriate questions from our stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by PwC for our fiscal years ended December 31, 2025 and 2024.


	Fiscal Year Ended
	2025 ($)	2024 ($)
Audit Fees(1)	650,000	600,000
Audit Related Fees(2)	375,000	125,000
Tax Fees(3)	94,000	94,100
All Other Fees(4)	2,000	2,000
Total Fees	1,121,000	821,100

______________________________

(1)“Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our consolidated financial statements included in our annual reports on Form 10-K, the review of financial statements included in our quarterly reports on Form 10-Q, audit of our internal control over financial reporting, with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements. The Audit Fees for the fiscal years ended December 31, 2025 and 2024 exclude $20,000 in out-of-pocket expense reimbursement for the respective year, which were approved by the audit committee.

(2)“Audit Related Fees” consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor.

(3)“Tax Fees” consist of fees for professional services for tax compliance, tax advice and tax planning. Tax compliance involves preparation of original and amended tax returns and claims for refund. Tax planning and tax advice primarily relates to assistance in complex tax matters.

(4)“All Other Fees” consist of fees for services that are not contained in the above categories and include permissible services under the independence guidance.

Auditor Independence

In 2025, there were no other professional services provided by PwC, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PwC.

-22-

Table of Contents

Audit Committee Policy on Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required to pre-approve all services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. All services provided by PwC for our fiscal year ended December 31, 2025 were pre-approved by our audit committee.

Vote Required

The ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the annual meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote AGAINST this proposal.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2026.

-23-

Table of Contents

REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the board of directors comprised solely of independent directors as required by Nasdaq listing rules and the rules and regulations of the SEC. The audit committee operates under a written charter adopted by the board of directors. This written charter is reviewed annually for changes, as appropriate. With respect to Aurora’s financial reporting process, Aurora’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing Aurora’s consolidated financial statements. PwC, Aurora’s independent registered public accounting firm for the fiscal year ended December 31, 2025, is responsible for performing an independent audit of Aurora’s consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare Aurora’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

•reviewed and discussed the audited consolidated financial statements with management and PwC;

•discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or PCAOB, and the SEC; and

•received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with PwC its independence.

Based on the review and discussions noted above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in Aurora’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Brittany Bagley (Chair)

Gloria Boyland

John Donahoe

This audit committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by Aurora under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, except to the extent Aurora specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

-24-

Table of Contents

EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers as of March 23, 2026.

Name

Age

Position

Chris Urmson

Chief Executive Officer

David Maday

Chief Financial Officer

Ossa Fisher

President

Shelley Webb

Chief Legal Officer and Secretary

Chris Urmson. Information regarding Mr. Urmson, who also serves as a director, is set forth above under “Board of Directors and Corporate Governance–Continuing Directors.”

David Maday. Mr. Maday has served as our Chief Financial Officer since June 2023 and also served as our Senior Vice President of Business Development and Product Strategy since August 2021, and prior to that role, served as the Company’s Vice President of Business Development and Product Strategy from September 2020. Before joining the Company, Mr. Maday held various senior leadership positions at General Motors Company (“GM”), including within the Corporate Development and Global M&A team as Vice President from September 2019 to September 2020, and as Executive Director from January 2016 to September 2019. With GM for more than 20 years, Mr. Maday also held multiple financial, product strategy, and operational positions, including as Executive Director of Global Product Programs Finance, and Director of Portfolio Analysis & Advanced Propulsion Finance. Mr. Maday holds a B.A. in Finance from Michigan State University and an MBA from Wayne State University.

Ossa Fisher. Ms. Fisher has served as our President since February 2023. Prior to joining Aurora, Ms. Fisher served as the President and Chief Operating Officer of Istation, Inc. (now Amira Learning), an e-learning platform, from 2019 to 2022, and previously served as Istation’s Chief Operating Officer from 2017 to 2018 and Chief Marketing Officer from 2015 to 2017. Prior to joining Istation, Ms. Fisher was the Senior Vice President of Strategy and Analytics at a global dating leader, Match.com, where she served since May 2013. Ms. Fisher has a broad range of expertise in technology and media, including more than ten years in the technology, media and telecom practices of both Bain & Company, where she was employed from 2004 to 2013, and Goldman, Sachs & Co., from 1999 to 2002. Ms. Fisher holds a B.A. in Economics from Yale University, an M.A. in Education from Stanford University and an MBA from Stanford Graduate School of Business.

Shelley Webb. Ms. Webb has served as our Chief Legal Officer since February 2025. Prior to joining Aurora, Ms. Webb served as the Chief Legal and People Officer of PagerDuty, Inc. from April 2024 to February 2025 and as its General Counsel and Chief Legal Officer from April 2022 to April 2024. Prior to that, Ms. Webb served in various senior legal roles at Intel Corporation, including Vice President and Group General Counsel for Intel’s PC business, from September 2013 to April 2022. At Intel, she also served as Associate General Counsel and Director of Intel Product Assurance and Security Legal, and Associate General Counsel for Antitrust and Commercial Litigation. Ms. Webb began her career as a litigator at Williams & Connolly in Washington, D.C. Ms. Webb received her B.A. in Economics and Government from the University of Virginia and her J.D. from Stanford Law School. Ms. Webb currently serves on the Board of Visitors of Stanford Law School.

-25-

Table of Contents

EXECUTIVE COMPENSATION

This section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the Summary Compensation Table below.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the material principles governing our executive compensation policies and decisions and the material elements of compensation awarded to, earned by or paid to our named executive officers. In addition, we explain how and why the compensation committee determined the specific compensation elements that comprised the 2025 executive compensation program.

Our named executive officers for the fiscal year ended December 31, 2025, were:

•Chris Urmson, our Chief Executive Officer;

•David Maday, our Chief Financial Officer;

•Ossa Fisher, our President;

•Shelley Webb, our Chief Legal Officer; and

•Nolan Shenai, our former General Counsel and Secretary (Mr. Shenai resigned his employment as of January 6, 2025).

2025 Company Highlights

In 2025, we made tremendous progress across the Company. Highlights of our accomplishments include:

•Commercial launch. In April 2025, we launched Aurora Driver for Freight and began driverless operations of trucks hauling customer loads.

•Technology. We further advanced our technology, expanding the Aurora Driver’s operating domain and capabilities, including the validation of driverless operations at night, in more challenging weather conditions, and on additional routes through Texas, New Mexico, and Arizona.

•Scaling strategy. We continued to advance our OEM and Tier 1 partnerships to support our objective to deploy self-driving technology at scale. Supplementing our strategic partnerships, in 2025 we began a truck program to support our commercialization strategy by providing customers with greater driverless capacity. Under this program, trucks, including a fleet based on International® LT® Series vehicles, will be upfitted by or on behalf of Aurora and used for driverless operations.

•Commitment to self-driving safety. We continued to execute our commitment to developing and deploying transformational self-driving technology safely. In 2025, the Aurora Driver delivered freight on-time and safely with zero Aurora-driver attributed collisions.

•Fiscal stewardship. We managed our fiscal 2025 cash spend meaningfully below our externally-communicated target and we ended 2025 with liquidity of nearly $1.5 billion in cash & short-term and long-term investments, including net proceeds from our “at-the-market” program.*

*See section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC for a more detailed discussion.

-26-

Table of Contents

Compensation Philosophy and Objectives

The overall objective of our executive compensation program is to tie executive compensation to the performance of our company, and to motivate our executives, including our named executive officers, to deliver on our long-term success. As a development stage company, our focus has been to link executive compensation with increasing stockholder value through operational performance of the Company, including key milestones regarding product development, planning, scale-up and partner/customer acquisition, among other factors.

Our executive compensation program is designed with a mix of short-term and long-term components, cash and equity elements and fixed and variable payments in proportions that we believe provide appropriate incentives to retain and motivate our named executive officers and other senior executives to achieve success in our business.

Our future success depends, in part, on our ability to continue to attract and retain highly skilled talent within our organization. Our executive compensation philosophy is intended to:

•align rewards with our culture and mission of delivering the benefits of self-driving technology safely, quickly and broadly;

•provide competitive total pay opportunity to attract, retain and motivate leaders;

•position pay competitively to market comparison data, based on a mix of early-stage technology and mature technology companies where we compete for talent;

•provide a majority of compensation in long term equity, vesting over multiple years, aligned to reward for sustained company performance over time through stock price appreciation; and

•pay for performance through short term incentives and long-term equity awards.

Based on this philosophy, we have designed our executive compensation program at levels we consider market competitive to drive the achievement of strong overall results, and particularly long-term operational objectives.

Our Commitment to Best Practices

We maintain compensation policies and practices that are consistent with sound governance standards. Our compensation committee evaluates our executive compensation program on an ongoing basis to ensure that it supports our objectives and philosophy.

-27-

Table of Contents

Our compensation philosophy is strengthened because we adhere to strong compensation governance practices:


What We Do						What We Don’t Do
✔ 100% of directors on our compensation committee are independent						✘ No defined benefit pension plans or supplemental retirement plans
✔ Retain an independent compensation advisor who advises the compensation committee						✘ No pledging of our stock by directors or executive officers
✔ A significant portion of compensation for named executive officers is at-risk and based on our stock price performance						✘ No short sales, hedging or margin accounts
✔ Annual review of named executive officer compensation and competitive market data						✘ No excise tax gross-ups upon a change in control or otherwise
✔ Double-trigger change in control arrangements						✘ No guaranteed bonuses
✔ Assess the risk-reward balance of our compensation programs to mitigate undue risks						✘ No excessive perquisites
✔ Performance-based compensation is subject to our clawback policy						✘ No dividends or dividend equivalents paid in respect of unvested restricted stock unit awards

2025 Executive Compensation Highlights

Our 2025 executive compensation program was designed to be consistent with our executive compensation philosophy. Highlights of our 2025 executive compensation program include:

•Base salaries. Changes to base salary were made in connection with our annual merit cycle salary adjustment to align total compensation with market practice.

•Pay-for-performance values. A significant portion of compensation payable to our named executive officers is contingent on meeting performance criteria related to key milestones and corporate strategic objectives, including launching our driverless trucking product — Aurora Driver for Freight, increasing the value of our product for our customers, executing on our scaling strategy, maintaining fiscal strength, and continuing to build external support and advocacy.

•Competitive equity awards. To align our named executive officers’ interests with those of our stockholders, we continue to use equity awards as an important component of our compensation program. We granted a new-hire equity award to our new Chief Legal Officer who was hired in early 2025, refresh equity awards in the form of restricted stock units to our named executive officers, and an additional option award to one of our named executive officers. Our Chief Executive Officer did not receive refresh equity awards based on the determination that his current share-holdings sufficiently align his interests with those of our stockholders.

Compensation-Setting Process

Role of Compensation Committee

Each year, our compensation committee conducts a review of our executive compensation program and related policies and practices. Our compensation committee assesses the prior year performance of the Company and our executives, and establishes (1) the base salary of our executives, including our named executive officers, (2) a bonus plan, including target pay levels, metrics and performance criteria for the year or the performance period, applicable to all of our eligible employees, including our named executive officers, and (3) equity award grants to our executives, including our named executive officers. In determining the compensation of our executive team members for 2025, including our named executive officers, our compensation committee also considered our overall strategic business plan as well as an analysis of competitive market data prepared by the compensation consultant engaged by the committee. Market data was used primarily as a reference point for measuring the competitive marketplace, and was one factor, among others, used by our

-28-

Table of Contents

compensation committee in determining executive compensation. Other factors our compensation committee considers in making its executive compensation decisions include: input from our Chief Executive Officer and Chief People Officer (and any interim role performing similar responsibilities), except with respect to their own compensation; core responsibilities and criticality of role; past individual performance and expected future contributions; the vesting status and value of outstanding equity awards; and internal pay equity based on their impact on the business and company performance.

Role of Management

In carrying out its responsibilities, our compensation committee works with members of our management, including our Chief Executive Officer and Chief People Officer (and any interim role performing similar responsibilities). In 2025, these members of management assisted our compensation committee in developing our annual bonus plan based on metrics that contain appropriately rigorous goals and target levels. Our Chief Executive Officer provides recommendations on compensation matters for our employees in general and all of his direct reports, including our named executive officers (other than for himself). Our Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief People Officer usually attend compensation committee meetings. No members of management participate in compensation committee deliberations or decisions regarding their own compensation and none of them are present when their own compensation is determined.

Role of Compensation Consultant

Semler Brossy Consulting Group, LLC (“Semler Brossy”) has been engaged by our compensation committee and serves as its compensation consultant. Semler Brossy reviews the compensation arrangements of our executives, and generally assists our compensation committee in analyzing executive compensation and the compensation of the non-employee members of our board of directors. Semler Brossy provides support for our compensation committee by attending committee meetings, analyzing competitive compensation data and formulating recommendations for executive and non-employee director compensation, providing input on competitive practices, trends and regulatory developments relevant to our company and input into the design of our incentive plans. Our compensation committee also requests specific analyses to assist them in the design and structure of our executive and non-employee director compensation programs.

Our compensation committee has determined that Semler Brossy is independent and that the work of Semler Brossy does not raise any “conflict of interest” in accordance with Item 407(e)(3)(iv) of Regulation S-K and the listing standards of Nasdaq.

Competitive Positioning

With respect to decisions regarding the 2025 compensation of our executives, including our named executive officers, our compensation committee reviewed survey data on the compensation practices of comparable early-stage technology and mature technology companies. This competitive data was used as one input into assessing the competitiveness and reasonableness of our compensation levels for our named executive officers. Our compensation committee did not establish a compensation peer group for 2025. Given the stage and uniqueness of our company, the compensation committee believes that a broader set of market data is a better representation of the market for executive talent in which we compete.

-29-

Table of Contents

As our company commercializes the Aurora Driver and continues to scale and grow, the compensation committee will annually continue to evaluate our approach to analyzing the competitiveness of our pay programs.

2025 Compensation Overview

Our executive compensation program for 2025 consisted of the following principal compensation elements:


Component						Objective and Description

Base Salary						Base salary is a customary, fixed element of compensation intended to attract and retain our executives, including our named executive officers, and compensate them for their day-to-day efforts. Our compensation committee reviews base salary every year, as well as at the time of a promotion or other change in responsibilities, and considers each executive’s performance, prior base salary level, competitive market data, breadth of role and other factors described in the “Compensation Setting Process-Role of Compensation Committee” section above.

Incentive Compensation Program						We structure our incentive compensation opportunities (either in cash or equity) under our Employee Incentive Compensation Plan to focus on the achievement of specific product milestones or corporate strategic objectives and personal performance that will further our longer-term growth objectives and align the interests of our executive officers with those of our stockholders.

Long-Term Incentive Equity Awards						We use equity awards to incentivize and reward our executives (including our named executive officers) for long-term corporate performance based on the value of our Class A common stock and, thereby, to align the interests of our executives with those of our stockholders. We grant full value awards in shares of our Class A common stock under the annual refresh equity program, including restricted stock units, and may from time to time, grant additional equity awards in the form of stock options covering shares of our Class A common stock.

Base Salary

Base salaries are set at a level that is commensurate with the executive’s duties and authorities, contributions, prior experience and sustained performance. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. Our compensation committee does not benchmark cash compensation at any particular level against competitive market data, however it considers market survey data of cash compensation alone and total target compensation for each role in the determination of an executive’s base salary.

In 2025, our compensation committee reviewed the base salaries of our named executive officers in light of the competitive market for executive talent and in connection with our company-wide annual compensation review. It was determined that base salary adjustments were necessary to align total target cash compensation with competitive market levels, and the compensation committee approved an increase of Mr. Urmson’s then-base salary by 25%, Mr. Maday’s by 4.76% and Ms. Fisher’s by 1.92%. Ms. Webb’s initial base salary was set at the time of her hire at $450,000, and she was not eligible for an adjustment during the 2025 merit cycle.

-30-

Table of Contents

The following table sets forth the annual base salary for each of our named executive officers as of December 31, 2024 and December 31, 2025, and sets forth the percentage change.


Name	2024 Base Salary ($)	2025 Base Salary ($)	% change from 2024
Chris Urmson	400,000	500,000	25.00	%
David Maday	525,000	550,000	4.76	%
Ossa Fisher	520,000	530,000	1.92	%
Shelley Webb	—	450,000	—	%
Nolan Shenai(1)	425,000	—	—	%

______________________________

(1)Mr. Shenai resigned his employment as of January 6, 2025.

Short-Term Incentive Compensation Program

Pursuant to our Employee Incentive Compensation Plan, our named executive officers are eligible to participate in short-term incentive compensation programs tied to product milestones and/or corporate strategic objectives and personal performance. These programs are designed to motivate short-term achievement against key company and individual performance goals. In 2025, Mr. Urmson’s target annual bonus opportunity was increased from 40% of his annualized weighted base salary to 50%. No increases were made to target annual bonus opportunities for our other named executive officers, which remain at 40% of their respective annualized weighted base salary.

2024-2025 Equity Bonus Program

In early 2024, our compensation committee approved an incentive compensation program covering the performance period beginning January 1, 2024 and ending December 31, 2024. As initially designed, the incentive compensation program provided for cash bonuses payable based on the achievement of certain company-wide performance goals around technology, product and operations. In November 2024, our compensation committee reviewed with our management the Company’s major achievements while also noting the updated commercial launch timing. Considering the criticality of achieving the near-term commercial launch milestone and balancing the Company’s capital requirements, in February 2025, our compensation committee formally approved the following changes to the initial design of the 2024 incentive compensation program: 1) converting the payment method from cash to restricted stock units and 2) extending the timing to determine the Company multiplier to the second quarter of 2025 (as revised, the “2024-2025 Equity Bonus Program”). In April 2025, we announced the achievement of the commercial launch milestone. Following input and recommendation from the Company’s management (for executives other than themselves), our compensation committee reviewed each of our named executive officers’ individual performance, approved individual adjustments ranging approximately from 100% to 130% with respect to the respective bonus targets, and approved the final bonus amount for each of our named executive officers, based on a Company multiplier of 100%. Such bonuses were granted in the form of restricted stock units that vested and were settled in May 2025.

-31-

Table of Contents

The table below sets forth the target bonus amount, approved bonus amount, grant date fair value of bonus awards, and the number of restricted stock units received as bonus payouts by our named executive officers under the 2024-2025 Equity Bonus Program.


	2024-2025 Equity Bonus Program
Name	Target ($)	Approved ($)	Grant Date Fair Value($)(1)	# of Restricted Stock Units(2)
Chris Urmson	160,000	160,000	168,081	26,059
David Maday	207,924	270,000	283,632	43,974
Ossa Fisher	206,339	205,000	215,353	33,388
Shelley Webb(3)	—	—	—	—
Nolan Shenai(4)	—	—	—	—

______________________________

(1)The bonus amounts represent the aggregate grant date fair value calculated on the basis of the fair market value of the underlying shares of Class A common stock on the grant date in accordance with FASB ASC Topic 718. These amounts are also included and disclosed in the “Summary Compensation Table for Fiscal Year 2025” below under the “Stock Awards” column.

(2)Reflects the aggregate number of shares received, calculated by dividing the final approved dollar value for each named executive officer by the lower of either (a) the 20-trading-day average share price for the 20-trading-day period ending on January 2, 2025 or (b) the April 15, 2025 close-of-market share price.

(3)Ms. Webb was appointed as our Chief Legal Officer effective February 4, 2025, and was not eligible for a bonus under the 2024-2025 Equity Bonus Program.

(4)Mr. Shenai resigned his employment as of January 6, 2025, and was not eligible for a bonus under the 2024-2025 Equity Bonus Program.

2025 Cash Bonus Program

In early 2025, our compensation committee approved an incentive compensation program designed to incentivize progress across top-level company initiatives and to drive excellence in individual performance with respect to the performance period beginning January 1, 2025 and ending December 31, 2025. This 2025 incentive compensation program provided for either cash or equity bonuses payable based on the achievement of certain company-wide performance goals relating to technology, product and operations. Each named executive officer is eligible for a target bonus amount calculated based on their 2025 annualized weighted base salary multiplied by their applicable target bonus percentage then multiplied by both the Company and individual multipliers. In the first quarter of 2026, after deliberation with our board of directors and the compensation committee, our management evaluated the Company’s overall performance, acknowledging our major accomplishments in 2025 while noting areas for improved execution and/or progress. Following input and recommendation from the Company’s management, our compensation committee ultimately approved the Company performance rating at 100% and the bonus payment method in cash (as approved, the “2025 Cash Bonus Program”). Our compensation committee also reviewed each of our named executive officers’ individual performance multipliers ranging approximately from 100% to 126%, recognizing each named executive officer’s contributions to our key milestones, operational goals and other accomplishments in 2025, and approved the bonus amount payable to each named executive officer, based on a Company multiplier of 100%.

-32-

Table of Contents

The following table sets forth the target bonus amount and the approved bonus amount to be paid under the 2025 Cash Bonus Program for each of our named executive officers.


	2025 Cash Bonus Program
Name	Target ($)	Approved ($)(1)
Chris Urmson	231,800	231,800
David Maday	218,000	275,000
Ossa Fisher	211,200	220,000
Shelley Webb(2)	163,300	180,000
Nolan Shenai(3)	—	—

______________________________

(1)The amounts of the 2025 Cash Bonus Program were approved by the compensation committee in March 2026 and will be paid out in April 2026.

(2)The target and approved amounts for Ms. Webb set forth above were calculated using her annualized base salary for 2025, prorated from her start date.

(3)Mr. Shenai resigned his employment as of January 6, 2025 and is not eligible to receive a bonus under the 2025 Cash Bonus Program.

Equity Compensation

Annual Refresh Equity Awards

Our compensation committee generally grants refresh equity awards to our named executive officers on an annual basis. These awards are made under our 2021 Equity Incentive Plan and are designed to motivate and reward executive officers to deliver against the Company’s performance goals, support the retention of top talent and create ownership alignment with our stockholders.

The compensation committee considers equity compensation and total target compensation market survey data for each role as well as the individual executive’s total equity holdings and values of vested and unvested grants in the determination of individual refresh equity awards to our named executive officers.

In March 2025, our compensation committee approved long-term incentive equity refresh grants to our employees generally, including certain of our named executive officers (other than our Chief Executive Officer), in the form of time-based restricted stock units. The compensation committee decided to grant these time-based restricted stock unit awards as a retention tool as they vest based on continued service over time and their value is directly linked to stock price, therefore rewarding these individuals for sustained growth and aligning their interests directly with those of our stockholders.

The amount of the refresh awards varied among the executive officers, taking into account the value of unvested equity awards already held by them, their relative contributions during 2024 and anticipated levels of responsibility for key corporate objectives in 2025. Additionally, given our stock price at the time of the annual refresh grant, the compensation committee considered both the grant date fair value of the awards as well as the total number of restricted stock units that would be granted to each individual.

-33-

Table of Contents

The table below lists the refresh restricted stock units that our named executive officers received in March 2025:


Name						Number of Restricted Stock Units
Chris Urmson						—
David Maday						555,633
Ossa Fisher						277,817
Shelley Webb(1)						—
Nolan Shenai(2)						—

______________________________

(1)Ms. Webb was appointed as our Chief Legal Officer effective February 4, 2025 and received a new-hire equity award as described below.

(2)Mr. Shenai resigned his employment as of January 6, 2025 and was not eligible for the refresh equity awards in March 2025.

The annual refresh restricted stock unit awards granted to Mr. Maday and Ms. Fisher vest in equal quarterly installments over a four-year period from a vesting commencement date of February 20, 2025, in both cases subject to the recipient’s continuous service through the applicable vesting date. Mr. Urmson did not receive a refresh equity award in 2025 as we believe his large ownership stake in the Company is currently sufficient to align his interests and performance with long-term Company and stockholder interests.

Key Executive Equity Awards

In addition to annual refresh awards, the Company may, from time to time, grant supplemental equity awards to recognize strong performance and to promote retention of key talent. These awards are granted under the Company’s 2021 Equity Incentive Plan and are typically structured as stock options with a three-year cliff vesting schedule.

Stock options are intended to align executives’ interests with those of our stockholders and serve as an effective retention vehicle, as they vest based on continued service and deliver value only to the extent there is stock price appreciation from the date of grant. When granted in conjunction with the restricted stock units as part of the annual refresh program, these awards provide a balanced mix of performance-based upside and retentive value.

In 2025, Mr. Maday was the only named executive officer to receive a key executive equity award, reflecting his critical role in the fundraising activities of the Company and his leadership in the Company’s strong fiscal discipline. The size of the award was determined based on a review of Mr. Maday’s individual contributions and the importance of his role to the Company’s future success. In March 2025, Mr. Maday received 300,000 stock options, 100% of which vest on the third anniversary of the vesting commencement date of February 20, 2025, subject to Mr. Maday’s continuous service through the vesting date.

New-Hire Equity Awards

New hire equity awards are determined based on our internal equity grant guidelines and through arm’s-length negotiations at the time of hire. In making these awards, we consider, among other things, the prospective role and responsibility of the individual executive, competitive factors, the expectations concerning the size of the equity award, the cash compensation to be received by the executive and the need to create a meaningful opportunity for rewards predicated on the creation of long-term stockholder value.

In 2025, Ms. Webb received a one-time award of 874,317 restricted stock units, subject to the terms of our 2021 Equity Incentive Plan, in connection with her appointment as Chief Legal Officer. The restricted stock units granted to Ms. Webb vest over a four-year period.

-34-

Table of Contents

Other Equity Awards

In addition, we may grant equity awards to our executives when our compensation committee determines that such awards are necessary or appropriate to recognize company-wide and individual performance, in recognition of a promotion, or to achieve our retention objectives. Consistent with our compensation objectives, we believe this approach helps to ensure that the interests of the executive team members are aligned with those of our stockholders and that we are able to attract and reward our top talent. We currently plan to continue using restricted stock unit awards and stock option awards to deliver long-term incentive compensation opportunities to our executives. In 2025, we did not grant any additional equity awards beyond what is described in the “Short-Term Incentive Compensation Program,” “Annual Refresh Equity Awards,” “Key Executive Equity Awards,” and “New-Hire Equity Awards” sections above to our named executive officers.

The grant date fair values of the equity awards granted to our named executive officers are listed in the “Stock Awards” and “Option Awards” columns of the “Summary Compensation Table for Fiscal Year 2025” and in the “Grants of Plan-Based Awards for Fiscal Year 2025” table below.

Welfare and Other Employee Benefits

We provide benefits to our executives, including our named executive officers, on the same basis as provided to all of our employees, including health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; short-and long-term disability insurance; and a health savings account to those participating in a high deductible health plan.

We provide a tax-qualified Section 401(k) plan for all employees, including the named executive officers. We do not provide a match for participants’ elective contributions to the 401(k) plan, nor do we provide to employees, including our named executive officers, any other retirement benefits, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans, nonqualified deferred compensation plans and nonqualified defined contribution plans.

Perquisites

Our executives, including our named executive officers, are eligible to participate in the same benefit programs as our other employees and do not receive any executive-level perquisites.

Employment Arrangements

We have entered into an employment letter setting forth the terms and conditions of employment for each of our named executive officers. None of the employment letters have a specific term and each provides that the applicable named executive officer is an at-will employee.

Post-Employment Compensation

We maintain a Change in Control and Severance Policy (the “Severance Policy”) pursuant to which our executive officers and certain other key employees are eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Severance Policy. The Severance Policy was developed with input from our compensation consultant regarding severance practices at comparable companies. It serves our retention objectives by providing protection to participants so they can remain focused on and dedicated to their responsibilities and maximizing stockholder value, including during potentially uncertain periods. We believe the benefits provided pursuant to the Severance Policy are consistent with the benefits offered by companies with whom we compete for talent and allow us to attract and retain the highest level of talented and experienced executive officers. The Severance Policy generally will be in lieu of any other severance payments and benefits to which such key employee was entitled prior to signing the participation agreement, except as specifically provided under that employee’s participation agreement under the Severance Policy.

-35-

Table of Contents

Our board of directors has designated each of our named executive officers as a participant under our Severance Policy eligible for the rights to the applicable payments and benefits described in the section titled “Potential Payments Upon Termination or Change in Control.”

Other Compensation Policies

Compensation Recovery Policy

We have adopted a clawback policy that states that, in the event the Company is required to prepare an accounting restatement, the Company will recover incentive-based compensation received by any current or former executive that was based upon the attainment of a financial reporting measure that was erroneously awarded during the three-year period preceding the date the restatement was required. This clawback policy is intended to comply with, and will be interpreted in a manner consistent with, Section 10D of the Exchange Act and the listing standards of the Nasdaq exchange. Our clawback policy has been filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Derivatives Trading, Hedging and Pledging Policy

Pursuant to our insider trading policy, our directors, officers, employees, and certain consultants, advisors and contractors of the Company who may have access to material nonpublic information about the Company are prohibited from engaging in transactions involving derivative securities or otherwise that would hedge the risk of ownership of our equity securities and from pledging our equity securities as collateral for any loan or as part of any other pledging transaction, or holding our common stock in margin accounts. Our insider trading policy has been filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Equity Award Grant Policies and Practices

It is not the compensation committee’s practice to time or otherwise coordinate the granting of any equity awards to our non-employee directors or named executive officers with any release of material nonpublic information. We have not adopted a formal policy related to timing of stock options or other equity awards in relation to the disclosure of material nonpublic information. It has been the practice of our compensation committee over the previous years to review our results following the end of a fiscal year, review our financial plan and strategy for the current fiscal year, and, based on those reviews, grant refresh and/or key executive equity awards that could include stock options to our named executive officers. The grant date for those equity awards is generally in the first quarter following the end of the prior fiscal year. Additionally, our compensation committee approves the granting of equity awards in connection with the commencement of employment or promotion of our named executive officers, and from time to time as determined appropriate by our compensation committee.

During fiscal year 2025, we did not grant any stock options during the four business days prior to or the one business day following the filing of a periodic report or current report disclosing material non-public information.

Tax and Accounting Considerations

Tax Considerations

We have not provided any of our named executive officers with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Sections 280G, 4999 or 409A.

Under Code Section 162(m), deductible compensation is limited to $1 million per year for our Chief Executive Officer and certain of our current and former highly compensated executive officers that are “covered employees” under Code Section 162(m) (collectively “covered employees”). The compensation committee may consider tax deductibility under Code Section 162(m) as a factor in its compensation decisions, and retains the flexibility to provide compensation for the

-36-

Table of Contents

executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m).

Accounting Considerations

Our compensation plans and arrangements for the members of our executive team, other employees and the non-employee members of our board of directors are designed in accordance with the requirements of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), which is the standard that governs the accounting treatment of stock-based compensation awards and requires us to estimate the fair value of each equity award (including stock options and restricted stock units) and record the compensation expense over the underlying vesting period of each award.

Stockholder Advisory Vote on Executive Compensation

At our 2025 annual meeting, we conducted a non-binding stockholder advisory vote on the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote). Over 99.55% of the shares represented and entitled to vote on this proposal (excluding broker non-votes) voted to approve, on an advisory basis, the compensation of our named executive officers at last year’s annual meeting. Our compensation committee considers the result of the Say-on-Pay vote in determining named executive officer compensation. Based on the support for our executive compensation philosophy, program, and practices demonstrated by the result of last year’s Say-on-Pay vote, among other factors, our compensation committee determined to continue the implementation of our compensation philosophy and further emphasize our commitment to align the interests of our named executive officers with those of our stockholders. As a result, we did not make any significant changes to our executive compensation program in 2025.

We value the opinions of our stockholders. Our goal is to be responsive to our stockholders and ensure we understand and address their concerns and observations. Our compensation committee will consider the outcome of any future Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our named executive officers.

Compensation Risk Assessment

Our compensation committee supervises management of risks relating to our compensation programs in conjunction with input from the Company’s management and the compensation committee’s independent consultant. Both the management and our compensation committee have evaluated the risks associated with our compensation policies and practices for all employees and our named executive officers. Our plans and programs encompass certain features that help mitigate the likelihood of excessive risk-taking, which include:

•a significant portion of pay tied to equity compensation which vests generally over two to four years and helps to mitigate risk-taking given the long-term nature of stock options and restricted stock units;

•annual cash or short-term equity incentive programs with performance measured against the level of achievement of key milestones which are not purely formulaic and represent a smaller portion of pay with protocols in place to ensure that the Company’s long-term focus is prioritized; and

•the compensation committee’s oversight and approval of final determined payouts.

Based on the results of this assessment and input from our compensation committee’s independent consultant, we do not believe that our compensation plans and programs for all employees and our named executive officers create risks that are reasonably likely to have a material adverse effect on the Company.

-37-

Table of Contents

Compensation Committee Report

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Respectfully submitted by the members of the compensation committee of the board of directors:

Michelangelo Volpi (Chair)

Brittany Bagley

This Compensation Committee Report will not be deemed to be part of, or incorporated by reference by any general statement incorporating this proxy statement by reference into, any filing made under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

-38-

Table of Contents

Summary Compensation Table for Fiscal Year 2025

The following table sets forth information regarding the compensation reportable for our named executive officers for the fiscal year ended December 31, 2025 and prior years where applicable, as determined under SEC rules.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)(2)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)	Total ($)
Chris Urmson	2025	479,167	—	168,081	—	231,800	—	879,048
Chief Executive Officer	2024	403,077	—	—	—	–	—	403,077
	2023	400,000	—	–	—	287,462	—	687,462
David Maday	2025	544,792	—	4,528,668	1,773,510	275,000	—	7,121,970
Chief Financial Officer	2024	523,750	—	628,573	342,572	—	—	1,494,895
	2023	481,096	—	1,694,500	930,222	439,515	—	3,545,333
Ossa Fisher	2025	527,917	—	2,337,874	—	220,000	—	3,085,791
President	2024	519,769	—	314,288	171,287	—	—	1,005,344
	2023	432,692	—	2,840,000	1,612,000	160,000	—	5,044,692
Shelley Webb(4) Chief Legal Officer	2025	412,500	—	8,279,782	—	180,000	—	8,872,282
Nolan Shenai(5)	2025	6,538	—	—	—	—	—	6,538
Former General Counsel and Secretary	2024	422,983	—	628,573	342,572	—	—	1,394,128
	2023	400,000	—	113,600	61,768	326,622	—	901,990

_____________________________

(1)The amounts shown in this column represent the aggregate grant date fair value of the restricted stock unit and stock option grants, as applicable, in the fiscal year 2025. The vesting terms of such awards are set forth in the “Outstanding Equity Awards at 2025 Year-End” table below. For stock awards reflected in the table above, the dollar value shown in the “Stock Awards” column represents the aggregate grant date fair value of the restricted stock awards calculated on the basis of the fair market value of the underlying shares of Class A common stock on the grant date in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options shown in the “Option Awards” are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2025.

(2)In 2025, the amounts reflected in the “Stock Awards” column above include bonus payments to each named executive officer in the form of restricted stock units pursuant to the 2024-2025 Equity Bonus Program as well as the refresh awards for two named executive officers.

(3)In 2025, the amounts reflected in the “Non-Equity Incentive Plan Compensation” column above consists of the cash amount approved in March 2026 and to be paid in April 2026, pursuant to the 2025 Cash Bonus Program.

(4)Ms. Webb was appointed as our Chief Legal Officer effective February 4, 2025, and the Non-Equity Incentive Plan Compensation was calculated using her annualized base salary for 2025, prorated from her start date.

(5)Mr. Shenai resigned as our General Counsel and Secretary effective January 6, 2025.

Narrative Disclosure to Named Executive Officers Summary Compensation Table

For 2025, the compensation program for our named executive officers consisted of base salary, short-term incentive compensation under our Employee Incentive Compensation Plan and equity incentive compensation delivered in the form of restricted stock units and stock options.

Employment Arrangements

We have entered into confirmatory employment letter agreements with each of our named executive officers. Each confirmatory employment letter agreement does not have a specific term and provides that the named executive officer is

-39-

Table of Contents

an at-will employee. Such employment letter agreements provide for the following annual target bonus opportunity as a percentage of weighted annualized base salary: 50% for Mr. Urmson and 40% for each of the other named executive officers.

Employee Incentive Compensation Plan

Our Incentive Compensation Plan allows our compensation committee to provide cash or short-term equity incentive awards to employees selected by our compensation committee, including our named executive officers, based upon performance goals established by our compensation committee.

Grants of Plan-Based Awards for Fiscal Year 2025

The following table sets forth information regarding the grants of plan-based awards made to our named executive officers for fiscal year 2025.


Name(1)	Grant Date	Estimated future payouts under non-equity incentive plan			All Other Stock Awards: Number of shares of stock or units (#)	All Other Stock Awards: Number of shares of stock underlying options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(6)
		Threshold ($)	Target ($)(2)	Maximum ($)
Chris Urmson
2025 Cash Bonus(2)	—	—	231,800	—	—	—	—	—
2024-2025 Equity Bonus(3)	4/23/2025	—	—	—	26,059	—	—	168,081
David Maday
2025 Cash Bonus(2)	—	—	218,000	—	—	—	—	—
Stock Options(4)	3/24/2025	—	—	—	—	300,000	7.64	1,773,510
Restricted Stock Units(4)	3/24/2025	—	—	—	555,633	—	—	4,245,036
2024-2025 Equity Bonus(3)	4/23/2025	—	—	—	43,974	—	—	283,632
Ossa Fisher
2025 Cash Bonus(2)	—	—	211,200	—	—	—	—	—
Restricted Stock Units(4)	3/24/2025	—	—	—	277,817	—	—	2,122,522
2024-2025 Equity Bonus(3)	4/23/2025	—	—	—	33,388	—	—	215,353
Shelley Webb(5)
2025 Cash Bonus(2)	—	—	163,300		—	—	—	—
Restricted Stock Units(4)	2/18/2025	—	—		874,317	—	—	8,279,782

______________________________

(1)Nolan Shenai resigned his employment as of January 6, 2025, and therefore is omitted from this table as he did not receive a 2025 annual refresh grant and was ineligible to participate in the 2024-2025 Equity Bonus Program or 2025 Cash Bonus Program.

(2)Target represents the 2025 Cash Bonus Program target amount and was based upon key corporate strategic objectives and individual performance covering the period beginning January 1, 2025 and ended December 31, 2025 and is expected to be paid in April 2026. See table included in the “Incentive Compensation Program” section or the “Summary Compensation Table” above for the actual approved amounts.

(3)Shares represent awards of restricted stock units granted under the 2021 Equity Incentive Plan as bonus payment to each named executive officer pursuant to the 2024-2025 Equity Bonus Program.

(4)Shares represent awards of restricted stock units or stock options granted under the 2021 Equity Incentive Plan. Each award is subject to the service-vesting condition described in the footnotes to the table below titled “Outstanding Equity Awards at 2025 Year-End.”

(5)Ms. Webb was appointed as our Chief Legal Officer effective February 4, 2025, and she was not eligible to participate in the 2024-2025 Equity Bonus Program.

-40-

Table of Contents

(6)The amounts reported represent the aggregate grant date fair value of each stock award and option award computed in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service vesting conditions. Information about the assumption used in the calculations of these amounts are included in Note 2 and Note 6 to the Company’s financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K for such year.

Outstanding Equity Awards at 2025 Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.


	Option Awards							Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(12)
Chris Urmson	—	—		—		—	—	—		—
David Maday	2/1/2021	716,377	(1)	—		3.67	2/1/2031	—		—
	8/9/2022	109,052	(1)	—		2.44	8/9/2032	—		—
	3/8/2023	100,000	(1)	—		1.42	3/8/2033	—		—
	6/14/2023	125,000	(1)	—		2.07	6/14/2033	—		—
	6/14/2023	500,000	(1)	—		2.07	6/14/2033	—		—
	6/14/2023	—		125,000	(2)	2.07	6/14/2033	—		—
	3/8/2024	130,952	(3)	154,763	(3)	2.20	3/8/2034	—		—
	3/24/2025	—		300,000	(4)	7.64	3/24/2035	—		—
	3/15/2022	—		—		—	—	3,097	(5)	11,892
	6/14/2023	—		—		—	—	125,000	(6)	480,000
	3/8/2024	—		—		—	—	160,715	(7)	617,146
	3/24/2025	—		—		—	—	451,452	(8)	1,733,576
Ossa Fisher	3/8/2023	1,416,666	(9)	583,334	(9)	1.42	3/8/2033	—		—
	3/8/2024	65,476	(3)	77,382	(3)	2.20	3/8/2034	—		—
	3/8/2023	—		—		—	—	625,000	(10)	2,400,000
	3/8/2024	—		—		—	—	80,358	(7)	308,575
	3/24/2025	—		—		—	—	225,727	(8)	866,792
Shelley Webb	2/18/2025	—		—		—	—	710,383	(11)	2,727,871
Nolan Shenai(13)	—	—		—		—	—	—		—

_____________________________

(1)All shares subject to the option have been fully vested.

(2)1/12 of the shares subject to the option vest monthly following December 20, 2025, subject to continued service with Aurora through the applicable vesting date.

(3)1/48 of the shares subject to the option vest monthly beginning on March 20, 2024, subject to continued service with Aurora through the applicable vesting date.

(4)All of the shares subject to the option will vest on February 20, 2028.

(5)1/4 of the shares subject to the award vest on May 20, 2025 and each of the 3 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date.

(6)1/4 of the shares subject to the award vest on February 20, 2026 and each of the 3 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date.

(7)1/16 of the shares subject to the award vest on May 20, 2024 and each of the 15 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date.

-41-

Table of Contents

(8)1/16 of the shares subject to the award vest on May 20, 2025 and each of the 15 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date.

(9)1/4 of the shares subject to the option vest on February 20, 2024, and 1/36th of the remaining shares vest monthly thereafter, subject to continued service with Aurora through the applicable vesting date.

(10)1/4 of the shares subject to the award vest on February 20, 2024 and 1/16th of the remaining shares vest on each of the 12 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date.

(11)3/16 of the shares subject to the award vest on November 20, 2025, and 1/16th of the remaining shares vest on each of the 13 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date.

(12)This amount reflects the fair market value of Aurora’s common stock of $3.84 per share as of December 31, 2025, multiplied by the amount shown in the column for Number of Shares of Stock That Have Not Vested.

(13)Mr. Shenai resigned his employment as of January 6, 2025.

Option Exercises and Stock Vested at 2025 Year-End

The following table sets forth information regarding option exercises and stock vested with respect to our named executive officers during fiscal year 2025.


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)(2)	Value Realized on Vesting ($)(3)
Chris Urmson	—	—	26,059	189,710
David Maday	—	—	509,335	3,212,376
Ossa Fisher	—	—	621,193	3,874,678
Shelley Webb	—	—	163,934	627,867
Nolan Shenai(4)	485,872	2,795,562	—	—

_____________________________

(1)The value realized upon exercise is equal to the difference between the fair market value of our Class A common stock on the date of exercise and the exercise price of the stock options exercised.

(2)The number of shares reflected in the “Stock Awards” of the table above include payments to each named executive officer in the form of restricted stock units pursuant to the 2024-2025 Equity Bonus Program.

(3)The value realized upon vesting is equal to multiplying (i) the number of shares of common stock acquired upon vesting of restricted stock units by (ii) the closing price of our Class A common stock on the trading day prior to the restricted stock unit vesting date. It is our policy to release vested restricted stock units on each quarterly vesting date, which are February 20, May 20, August 20 and November 20 of each calendar year (or, in the event the vest date occurs on a holiday or weekend, the immediately following trading day).

(4)Mr. Shenai resigned as our General Counsel and Secretary effective January 6, 2025.

Pension Benefit and Nonqualified Deferred Compensation Plan

The Company does not maintain a defined benefit pension plan or any other form of supplemental executive retirement or nonqualified deferred compensation plan.

Potential Payments upon Termination or Change in Control

On August 14, 2023, our compensation committee approved the Severance Policy, which provides a standardized approach for the receipt of severance and change in control payments and benefits by certain employees of the Company and its subsidiaries that are designated as participants in the Severance Policy by the compensation committee (“Eligible Employees”). Eligible Employees include the Company’s named executive officers.

Under the Severance Policy, if, within the period beginning on and ending 12 months following a “change in control” (such period, the “Change in Control Period”), we terminate the employment of the applicable Eligible Employee other than for “cause,” death or “disability,” or the Eligible Employee resigns for “good reason” (as such terms are defined in the Severance Policy) (in each case, an “Involuntary Termination”) and, within 60 days following the Eligible Employee’s

-42-

Table of Contents

termination, the Eligible Employee executes a separation agreement and provides an effective release of claims (the “Release Requirement”), the Eligible Employee is entitled to receive: (1) a lump sum severance payment in cash equal to 100% of Eligible Employee’s annual base salary, (2) a lump sum payment in cash equal to 100% of the target bonus in effect for the fiscal year in which such termination occurs, prorated for the number of full months of employment occurring during the year of termination, (3) payment or reimbursement for medical insurance premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to 12 months and (4) accelerated vesting as to 100% of the Eligible Employee’s outstanding unvested equity awards that are subject to time-based vesting.

In addition, under the Severance Policy, if an Eligible Employee experiences a termination of employment other than for cause, death or disability outside of a Change in Control Period, then, subject to the Release Requirement, the Eligible Employee is entitled to receive (1) continuing payments of severance pay at a rate equal to the aggregate amount of the Eligible Employee’s annual base salary over six months and (2) payment or reimbursement for medical insurance premiums under COBRA for up to six months.

The Severance Policy has a term of three years generally and auto-renews for additional one-year terms unless the Company elects to non-renew the policy within 60 days prior to the end of the applicable term.

The following table sets forth the potential payments that would have been provided to each of our named executive officers under each of the circumstances specified below if he or she had terminated employment with the Company effective December 31, 2025.


	Termination Without Cause or Resignation for Good Reason		Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control (“Double Trigger”)
Name	Salary Severance ($)(1)	Value of Continued Health Coverage ($)(2)	Salary Severance ($)(3)	Bonus Severance ($)(4)	Value of Continued Health Coverage ($)(5)	Value of Accelerated Vesting ($)(6)(7)
Chris Urmson	250,000	17,632	500,000	231,800	35,263	—
David Maday	275,000	17,031	550,000

SEC Form DEF 14A filed by Aurora Innovation Inc.