DEF 14A of Aurora Innovation, Inc., Apr 2, 2026

DEF 14A of Aurora Innovation, Inc.

Filed Apr 2, 2026 · FY20250001828108-26-000044

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | | 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 |

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

    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.

  3. Nominees for Director

    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 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.

  4. Continuing Directors

    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 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. 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.

  5. Considerations in Evaluating Director Nominees

    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 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.

  6. Director Compensation

    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:

  7. Director Compensation

    | 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 |

  8. Director Compensation

    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.

  9. Director Compensation for Fiscal Year 2025

    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.

  10. Director Compensation for Fiscal Year 2025

    | 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) | — | — | — |

  11. Director Compensation for Fiscal Year 2025

    (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. (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:

  12. Director Compensation for Fiscal Year 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 |

  13. Director Compensation for Fiscal Year 2025

    _____________________________ (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.

  14. ELECTION OF CLASS II DIRECTORS

    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.

  15. Compensation Philosophy and Objectives

    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.

  16. Our Commitment to Best 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 |

  17. 2025 Executive Compensation Highlights

    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.

  18. Role of Compensation Committee

    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 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.

  19. Role of Compensation Consultant

    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.

  20. Competitive Positioning

    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. 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.

  21. 2025 Compensation Overview

    | 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. |

  22. Short-Term Incentive Compensation Program

    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.

  23. 2024-2025 Equity Bonus Program

    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. 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.

  24. 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) | — | — | — | — |

  25. 2024-2025 Equity Bonus Program

    ______________________________ (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.

  26. 2025 Cash 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%. 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.

  27. 2025 Cash Bonus Program

    | | 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) | — | — |

  28. 2025 Cash Bonus Program

    ______________________________ (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.

  29. Equity Compensation

    Equity Compensation

  30. Annual Refresh Equity Awards

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

  31. Annual Refresh Equity Awards

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

  32. Annual Refresh Equity Awards

    ______________________________ (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.

  33. Key Executive Equity Awards

    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.

  34. New-Hire Equity Awards

    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.

  35. Other Equity Awards

    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.

  36. Post-Employment Compensation

    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. 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.”

  37. Equity Award Grant Policies and Practices

    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.

  38. Accounting Considerations

    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.

  39. Compensation Risk Assessment

    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.

  40. Summary Compensation Table for Fiscal Year 2025

    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.

  41. Summary Compensation Table for Fiscal Year 2025

    | 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 |

  42. Summary Compensation Table for Fiscal Year 2025

    _____________________________ (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.

  43. Grants of Plan-Based Awards for Fiscal Year 2025

    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.

  44. Grants of Plan-Based Awards 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 |

  45. Grants of Plan-Based Awards for Fiscal Year 2025

    ______________________________ (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. (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.

  46. Outstanding Equity Awards at 2025 Year-End

    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.

  47. Outstanding Equity Awards at 2025 Year-End

    | | 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) | — | — | — | — | — | — | — |

  48. Outstanding Equity Awards at 2025 Year-End

    _____________________________ (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. (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.

  49. Option Exercises and Stock Vested at 2025 Year-End

    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.

  50. Option Exercises and Stock Vested at 2025 Year-End

    | | 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 | — | — |

  51. Option Exercises and Stock Vested at 2025 Year-End

    _____________________________ (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.

  52. Pension Benefit and Nonqualified Deferred Compensation Plan

    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.

  53. Potential Payments upon Termination or Change in Control

    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 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.

  54. Potential Payments upon Termination or Change in Control

    | | 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 | 218,000 | 34,063 | 3,317,675 | | Ossa Fisher | 265,000 | — | 530,000 | 211,200 | — | 5,113,941 | | Shelley Webb | 225,000 | 9,535 | 450,000 | 163,300 | 19,070 | 2,727,871 | | Nolan Shenai(8) | — | — | — | — | — | — |

  55. Potential Payments upon Termination or Change in Control

    _____________________________ (1)Salary severance consists of continuing salary payments at a rate equal to the aggregate amount of each named executive officer’s base salary as of December 31, 2025 over six months. (2)Benefit coverage includes the payment or reimbursement of premiums to maintain group health insurance continuation benefits pursuant to COBRA for the named executive officers and their dependents for up to six months. Ms. Fisher did not receive medical, vision or dental coverage from the Company. (3)Salary severance consists of a lump-sum payment in cash equal to 100% of each named executive officer’s annual base salary as of December 31, 2025. (4)Bonus severance consists of a lump sum payment in cash equal to 100% of the target non-equity incentive compensation for the fiscal year ended December 31, 2025, as reported in the “Grants of Plan-Based Awards for Fiscal Year 2025” table above. This amount is prorated to reflect each named executive officer’s actual days of service for the year. (5)Benefit coverage includes the payment or reimbursement of premiums to maintain group health insurance continuation benefits pursuant to COBRA for the named executive officers and their dependents for up to 12 months. Ms. Fisher does not receive medical, vision or dental coverage from the Company. (6)For each named executive officer, 100% accelerated vesting of all outstanding equity awards. (7)The value of accelerated restricted stock units was determined by (i) multiplying the number of shares of common stock acquired upon the acceleration of vesting of restricted stock units by (ii) the closing price of our Class A common stock on December 31, 2025, which was $3.84. The value of accelerated options, as applicable, was determined by multiplying (i) the number of unvested and accelerated options by (ii) the closing price of our Class A common stock on December 31, 2025, which was $3.84, minus the option’s exercise price. Options with exercise prices above the market price are reflected at zero value. (8)Mr. Shenai resigned his employment as of January 6, 2025 and was not eligible for termination benefits in connection with the termination of his employment at that time.

  56. Pay versus Performance

    Pay versus Performance Under the rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs and compensation decisions made in fiscal year 2025 is described above in our “Compensation Discussion and Analysis”. The table below shows Compensation Actually Paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our named executive officers or “NEOs” and our financial performance for the years shown in the table. For purposes of this discussion, our Chief Executive Officer is also referred to as our principal executive officer or “PEO” and our other named executive officers are referred to as our “Non-PEO NEOs”. We do not have a company-selected measure because our NEOs’ compensation is not linked to any other financial performance measures.

  57. Pay versus Performance Table

    Pay versus Performance Table

  58. Pay versus Performance Table

    | Fiscal Year | Summary Compensation Table Total for PEO(1),(2) | Compensation Actually Paid to PEO(1),(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1),(2) | Average Compensation Actually Paid to Non-PEO NEOs(1),(3) | Value of an initial $100 Investment: | | Net Income ($ Millions)(6) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | 2025 | $879,048 | $917,615 | $6,360,014 | $1,860,283 | $40.00 | $102.89 | ($816) | | 2024 | $403,077 | $291,766 | $1,298,122 | $4,096,373 | $65.63 | $103.71 | ($748) | | 2023 | $687,462 | $1,221,900 | $2,600,481 | $6,396,835 | $45.52 | $82.46 | ($796) | | 2022 | $3,850,743 | $2,240,345 | $1,079,365 | ($1,736,733) | $12.60 | $59.36 | ($1,723) | | 2021 | $429,000 | $429,000 | $775,651 | $4,065,098 | $117.29 | $90.20 | ($755) |

  59. Pay versus Performance Table

    _____________________________ (1)NEOs included in these columns reflect the following individuals in the table. Mr. Shenai was excluded from the 2025 calculations as he resigned effective January 6, 2025, and received a total compensation of $6,538 for the six days he was employed by the Company in 2025.

  60. Pay versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2025 | Chris Urmson | David Maday, Ossa Fisher, Shelley Webb | | 2024 | Chris Urmson | Nolan Shenai, David Maday, Ossa Fisher | | 2023 | Chris Urmson | Richard Tame, Nolan Shenai, David Maday, Ossa Fisher | | 2022 | Chris Urmson | Richard Tame, Nolan Shenai | | 2021 | Chris Urmson | Richard Tame, William Mouat |

  61. Pay versus Performance Table

    (2)Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. (3)Compensation Actually Paid (“CAP”) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:

  62. Pay versus Performance Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | Fiscal Year 2025 ($) | | Summary Compensation Table Total | $879,048 | | Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | ($168,081) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $0 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $0 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $206,648 | | Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $0 | | (Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $0 | | Compensation Actually Paid | $917,615 |

  63. Pay versus Performance Table

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2025 ($) | | Summary Compensation Table Total | $6,360,014 | | Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | ($5,639,945) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $2,079,670 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | ($1,498,950) | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $684,673 | | Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($125,179) | | (Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $0 | | Compensation Actually Paid | $1,860,283 |

  64. Pay versus Performance Table

    For purposes of the above adjustments, the fair value of equity awards on the applicable date was determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are consistent with those used to determine the grant date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal years. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the footnotes to the Summary Compensation Table for Fiscal Year 2025 above.

  65. Pay versus Performance Table

    | | Fiscal Year 2025 | | Restricted Stock Units | | | Stock Price | $3.77 - $7.93 | | Stock Options | | | Expected Term | 0.61 - 9.23 | | Strike Price | $1.42 - $7.64 | | Volatility | 88.3% - 117.2% | | Dividend Yield | 0.0% - 0.0% | | Risk-Free Interest Rate | 3.4% - 4.2% |

  66. Pay versus Performance Table

    (4)Total Shareholder Return (“TSR”) represents the cumulative return on a fixed investment of $100 in the Company’s Class A common stock, for the period beginning on the first day of trading following the closing of the Business Combination, November 4, 2021, through the end of the applicable fiscal year. (5)Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the S&P Software & Services Select Industry Index group for the period beginning on the first day of trading following the closing of the Business Combination, November 4, 2021, through the end of the applicable fiscal year. (6)The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year.

  67. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our median employee and the annual total compensation of our Chief Executive Officer. For fiscal year 2025: •As disclosed in the “Summary Compensation Table for Fiscal Year 2025” above, the annual total compensation of our Chief Executive Officer for fiscal year 2025 was $879,048; and •the annual total compensation of our median employee for fiscal year 2025 was $315,989. Based on this information, for fiscal year 2025, the ratio of our Chief Executive Officer’s annual total compensation to the median of the annual total compensation of all our employees was approximately 2.78:1. We identified the median employee based on examination of compensation data for all employees other than our Chief Executive Officer as of December 31, 2025. In determining our employee population, we considered the individuals, excluding our Chief Executive Officer, who were employed by us and our consolidated subsidiaries on the determination date based on our payroll records as of December 31, 2025. We did not exclude any non-U.S. employees under the de minimis exception set forth in Item 402(u) of Regulation S-K. To identify our median employee, we chose to use target annual base salary, actual cash incentive compensation paid and the grant date fair value of equity awards, as our consistently applied compensation measure, in each case, for the 12-month period preceding the determination date. We did not make any cost-of-living adjustments. After we identified our median employee, we then calculated the annual total compensation for this individual consistent with the methodology used to calculate the annual total compensation for our Chief Executive Officer in the “Summary Compensation Table for Fiscal Year 2025” above in accordance with the applicable rules and regulations of the SEC. This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s rules and regulations, based on our records and the methodology described above. The SEC’s rules and regulations for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies and to use reasonable estimates and assumptions based on their own facts and circumstances. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different estimates, assumptions and methodologies in calculating their own pay ratios.

  68. Agreements with Employees, Directors and Officers

    Agreements with Employees, Directors and Officers