Aurora Innovation reports $234M net loss

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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The registrant had outstanding 1,708,146,085 1,730,329,427 shares of Class A common stock and 296,009,183 290,118,430 shares of Class B common stock as of July 22, October 21, 2026.

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Financial statements 38 changes

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Short-term investments 1,081 893 1,055

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1,998 2,015 and 1,943 shares issued and outstanding, respectively

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June 30, Six Months Ended

Revenue $ 2 $ 1 $ 3 $ 1

Cost of revenue 7 5 13 5

September 30, Nine Months Ended

Revenue $ 3 $ 1 $ 6 $ 2

Cost of revenue 8 6 21 11

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Change in fair value of derivative liabilities ( 16 ) 16 ( 17 ) 7 ( 270 ) ( 201 ) ( 493 ) ( 409 )

Change in fair value of derivative liabilities 13 5 ( 4 ) 12 ( 234 ) ( 201 ) ( 727 ) ( 610 )

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June 30, Six Months Ended

Other comprehensive loss:

Other comprehensive loss

September 30, Nine Months Ended

Other comprehensive income (loss):

Unrealized income (loss) on investments

Other comprehensive income (loss)

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Balance as of March 31, 2025

Equity issued under incentive compensation plans, net of shares withheld for employee taxes

Issuance of common stock in at-the-market offering, net of issuance costs ( 201 ) ( 201 )

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Balance as of March 31, 2026

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Comprehensive loss ( 1 ) ( 270 ) ( 271 )

Stock-based compensation 60 60

Comprehensive income (loss)

Balance as of September 30, 2025

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Equity issued under incentive compensation plans, net of shares withheld for employee taxes

Issuance of common stock in at-the-market offering, net of issuance costs

Stock-based compensation 54 54

Comprehensive loss ( 234 ) ( 234 )

Balance as of September 30, 2026

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Issuance of common stock in at-the-market offering, net of issuance costs ( 1 ) ( 409 610 ) ( 410 610 )

Balance as of June September 30, 2025

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Stock-based compensation 106 106 160 160

Balance as of June September 30, 2026

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Change in fair value of derivative liabilities 17 4 ( 7 12 )

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Maturities and sales of investments 630 650 900 926

Other investing activities 1

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Payments for taxes on net settlement of equity incentive awards ( 44 67 ) ( 45 66 )

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Note 4: Cash, Cash Equivalents, Restricted Cash and Investments 11 changes

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Cash and cash equivalents $ 136 141 $ 221

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Fair value level June September 30,

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Corporate bonds and notes

Bank deposits Level 1 $ 2 8 $ 1

U.S. Treasury securities

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Total investments $ 1,081 $ 1,238

Total investments $ 893 $ 1,238

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As of September 30, 2026

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U.S. Treasury securities $ 642 519 $ ( 1 ) $ 641 518

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Total investments $ 1,082 $ ( 1 ) $ 1,081

Total investments $ 894 $ ( 1 ) $ 893

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Note 5: Stockholders' Equity 4 changes

The Company is authorized to issue 1,000 million shares of preferred stock with a par value of $ 0.00001 per share. There were no shares of preferred stock issued and outstanding at June September 30, 2026 and December 31, 2025.

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The Company had 1,702 1,725 million and 1,625 million shares of Class A common stock issued and outstanding at June September 30, 2026 and December 31, 2025, respectively. The Company had 296 290 million and 318 million shares of Class B common stock issued and outstanding at June September 30, 2026 and December 31, 2025, respectively.

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During the three months ended June September 30, 2026, the Company offered and sold approximately 30 6 million shares of Class A common stock through the ATM Program at an average price of $ 7.50 6.56 per share, for net proceeds of $ 215 41 million after transaction costs.

During the six nine months ended June September 30, 2026, the Company offered and sold approximately 33 39 million shares of Class A common stock through the ATM Program at an average price of $ 7.24 7.13 per share, for net proceeds of $ 229 270 million after transaction costs.

Note 6: Equity Incentive Plans 11 changes

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Under the Plan, equity-based compensation in the form of restricted stock units ( RSUs ), restricted stock awards, incentive stock options, non-qualified stock options, stock appreciation rights, and performance units may be granted to employees, officers, directors, consultants, and others. As of June September 30, 2026, there were 309 311 million shares available for grant under the Plan.

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Stock-based compensation is allocated on a departmental basis, based on the classification of the option holder or grant recipient. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements and no material stock-based compensation has been capitalized as of June September 30, 2026. Stock-based compensation in cost of revenue was not significant in the three and six nine months ended June September 30, 2026.

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June 30, Six Months Ended

September 30, Nine Months Ended

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Selling, general, and administrative 11 10 34 26

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Unvested at June September 30, 2026

The unrecognized stock-based compensation related to unvested RSUs was $ 552 524 million at June September 30, 2026 and will be recognized over a weighted average period of 3.0 2.9 years. The fair value of RSUs as of their respective vesting dates was $ 127 195 million for the six nine months ended June September 30, 2026. .

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Stock options granted under the Plan during the six nine months ended June September 30, 2026 were as follows:

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Outstanding at June September 30, 2026

Exercisable at June September 30, 2026

The unrecognized stock-based compensation related to unvested stock options was $ 33 27 million as of June September 30, 2026 and will be recognized over a weighted average period of 1.5 1.4 years. The intrinsic value of stock options exercised was $ 37 51 million for the six nine months ended June September 30, 2026.

Note 7: Derivative Liabilities 5 changes

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Fair value level June September 30,

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The public and private placement warrants are measured at fair value on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument. The private placement warrants were valued using observable inputs for similar publicly traded instruments. Public warrants outstanding were 12 million as of June September 30, 2026 and December 31, 2025. Private placement warrants outstanding were 9 million as of June September 30, 2026 and December 31, 2025. The public and private placement warrants that remain unexercised will expire on November 3, 2026.

The earnout share liabilities are measured at fair value on a recurring basis utilizing a Monte Carlo simulation analysis. The expected volatility is determined based on our historical equity volatility over a period that matches the expected term of the instrument. The risk-free interest rate is based on relevant U.S. treasury rates for a period that matches the expected term of the instrument. Earnout shares outstanding were 5 million as of June September 30, 2026 and December 31, 2025.

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June 30, Six Months Ended

September 30, Nine Months Ended

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Note 8: Leases 1 change

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Rent expense under operating leases was $ 6 million and $ 7 million in the three months ended June September 30, 2026 and 2025, respectively, and $ 13 20 million and $ 14 21 million in the six nine months ended June September 30, 2026 and 2025, respectively. As of June September 30, 2026, the Company s operating leases had a weighted average remaining lease term of 5.2 5.0 years and a weighted average discount rate of 7.9 8.0 %.

Note 11: Commitments and Contingencies 1 change

From time to time the Company may be party to various claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses the need to record a liability for litigation and loss contingencies. Reserve estimates are recorded when and if it is determined that a loss related to certain matters is both probable and reasonably estimable. No material loss contingencies were recorded in the three and six nine months ended June September 30, 2026 and 2025.

Note 12: Segment 7 changes

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June 30, Six Months Ended

Personnel expenses 122 112 247 227

September 30, Nine Months Ended

Personnel expenses 119 108 366 335

Other operating expenses 79 59 148 121 58 227 179

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Net loss $ ( 270 ) $ ( 201 ) $ ( 493 ) $ ( 409 )

Net loss $ ( 234 ) $ ( 201 ) $ ( 727 ) $ ( 610 )

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MD&A 57 changes

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Comparison of the Three Months Ended June September 30, 2026 to the Three Months Ended June September 30, 2025

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June September 30, $ Change % Change

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Revenue $ 2 $ 1 $ 1 100 %

Cost of revenue 7 5 2 40 %

Research and development 211 190 21 11 %

Selling, general and administrative 50 36 14 39 %

Loss from operations (266) (230) (36) 16 %

Revenue $ 3 $ 1 $ 2 200 %

Cost of revenue 8 6 2 33 %

Research and development 203 179 24 13 %

Selling, general and administrative 49 38 11 29 %

Loss from operations (257) (222) (35) 16 %

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Other income, net 12 13 (1) (8) %

Loss before income taxes (270) (201) (69) 34 %

Net loss $ (270) $ (201) $ (69) 34 %

Cost of revenue 13 5 8 160 %

Research and development 406 372 34 9 %

Selling, general and administrative 94 65 29 45 %

Loss from operations (510) (441) (69) 16 %

Change in fair value of derivative liabilities (16) 16 (32) (200) 13 5 8 160 %

Other income, net 10 16 (6) (38) %

Loss before income taxes (234) (201) (33) 16 %

Net loss $ (234) $ (201) $ (33) 16 %

Revenue increased by $1 $2 million, or 100%, 200%, to $2 $3 million in the three months ended June September 30, 2026 from $1 million in the three months ended June September 30, 2025, primarily due to increased utilization, geographical expansion, and higher fuel surcharges.

Cost of revenue increased by $2 million, or 40%, 33%, to $7 $8 million in the three months ended June September 30, 2026 from $5 $6 million in the three months ended June September 30, 2025, primarily due to an increase in terminal, personnel and fuel expenses due to increased utilization and geographical expansion. Non-cash stock based stock-based compensation in cost of revenue was not significant.

Research and development expenses increased by $21 $24 million, or 11%, 13%, to $211 $203 million in the three months ended June September 30, 2026 from $190 $179 million in the three months ended June September 30, 2025, primarily driven by an increase in personnel costs, hardware development costs, cloud computing costs, and non-cash stock-based compensation costs, and personnel costs, partially offset by costs now recognized as cost of revenue after commercial launch in April 2025 as well as costs now recognized as selling, general and administrative due to a realignment of resources. Research and development expenses included non-cash stock-based compensation of $47 $43 million and $44 $41 million in the three months ended June September 30, 2026 and 2025, respectively.

Selling, general and administrative expenses increased by $14 $11 million, or 39%, 29%, to $50 $49 million in the three months ended June September 30, 2026 from $36 $38 million in the three months ended June September 30, 2025, primarily driven by an increase in personnel costs including costs previously recognized in research and development now included in selling, general and administrative due to a realignment of resources, and non-cash stock-based compensation. Selling, general and administrative expenses included non-cash stock-based compensation of $13 $11 million and $11 $10 million in the three months ended June September 30, 2026 and 2025, respectively.

The change in fair value of derivative liabilities resulted in expense income of $16 $13 million and income of $16 $5 million in the three months ended June September 30, 2026 and 2025, respectively, primarily due to the change in the market price for the underlying instrument during each period.

Other income, net decreased by $1 $6 million, or 8%, 38%, to $12 $10 million in the three months ended June September 30, 2026, from $13 $16 million in the three months ended June September 30, 2025, primarily due to a decrease in interest income earned on cash equivalents and investments as a result of lower market rates.

Comparison of the Six Nine Months Ended June September 30, 2026 to the Six Nine Months Ended June September 30, 2025 (in millions, except for percentages) 2026 2025

September 30, $ Change % Change

(in millions, except for percentages) 2026 2025

Cost of revenue 21 11 10 91 %

Research and development 609 551 58 11 %

Selling, general and administrative 143 103 40 39 %

Loss from operations (767) (663) (104) 16 %

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Loss before income taxes (493) (409) (84) 21 %

Net loss $ (493) $ (409) $ (84) 21 %

Change in fair value of derivative liabilities (17) 7 (24) (343) (4) 12 (16) (133) %

Loss before income taxes (727) (610) (117) 19 %

Net loss $ (727) $ (610) $ (117) 19 %

Revenue increased by $2 $4 million, or 200%, to $3 $6 million in the six nine months ended June September 30, 2026 from $1 $2 million in the six nine months ended June September 30, 2025, primarily due to increased utilization, geographical expansion, and higher fuel surcharges, as well as the full six nine months of commercial operations in the current period, compared to a partial period of operations following the commercial launch of Aurora Driver for Freight in April 2025.

Cost of revenue increased by $8 $10 million, or 160%, 91%, to $13 $21 million in the six nine months ended June September 30, 2026 from $5 $11 million in the six nine months ended June September 30, 2025, primarily due to the full six nine months of commercial operations in the current period compared to a partial period of operations following the commercial launch of Aurora Driver for Freight in April 2025, and an increase in terminal, personnel, and fuel expenses due to increased utilization and geographical expansion. Non-cash stock based stock-based compensation in cost of revenue was not significant.

Research and development expenses increased by $34 $58 million, or 9%, 11%, to $406 $609 million in the six nine months ended June September 30, 2026 from $372 $551 million in the six nine months ended June September 30, 2025, primarily driven by an increase in non-cash stock-based compensation costs, cloud computing costs, hardware development costs, and personnel costs, and non-cash stock-based compensation costs, partially offset by costs now recognized as cost of revenue after commercial launch in April 2025 as well as costs now recognized as selling, general and administrative due to a realignment of resources. Research and development expenses included non-cash stock-based compensation of $83 $126 million and $73 $114 million in the six nine months ended June September 30, 2026 and 2025, respectively.

Selling, general and administrative expenses increased by $29 $40 million, or 45%, 39%, to $94 $143 million in the six nine months ended June September 30, 2026 from $65 $103 million in the six nine months ended June September 30, 2025, primarily driven by an increase in personnel costs including costs previously recognized in research and development now included in selling, general and administrative due to a realignment of resources as well as non-cash stock-based compensation. Selling, general and administrative expenses included non-cash stock-based compensation of $23 $34 million and $16 $26 million in the six nine months ended June September 30, 2026 and 2025, respectively.

The change in fair value of derivative liabilities resulted in expense of $17 $4 million and income of $7 $12 million in the six nine months ended June September 30, 2026 and 2025, respectively, primarily due to the change in the market price for the underlying instrument.

Other income, net increased by $9 $3 million, or 36%, 7%, to $34 $44 million in the six nine months ended June September 30, 2026, from $25 $41 million in the six nine months ended June September 30, 2025, primarily due to remeasurement of non-marketable equity securities resulting in unrealized gains during the period partially offset by a decrease in interest income earned on cash equivalents and investments as a result of lower market rates.

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As of June September 30, 2026, our principal sources of liquidity were $136 $141 million of cash and cash equivalents and $1,081 $893 million of short-term investments, exclusive of restricted cash of $18 $17 million. Investments consist of primarily U.S. Treasury securities as well as corporate bonds and commercial paper.

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During the three months ended June September 30, 2026, we offered and sold 30 6 million shares of Class A common stock through the ATM Program, raising $221 $41 million in equity capital and receiving net proceeds of $215 $41 million after transaction costs.

During the six nine months ended June September 30, 2026, we offered and sold 33 39 million shares of Class A common stock through the ATM Program, raising $236 $277 million in equity capital and receiving net proceeds of $229 $270 million after transaction costs.

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Net cash used in operating activities $ (384) (554) $ (286) (435)

Net cash provided by (used in) investing activities 100 (99) 251 (518)

Net cash provided by financing activities 203 380 226 828

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Net cash used in operating activities was $384 $554 million for the six nine months ended June September 30, 2026, an increase of $98 $119 million from $286 $435 million for the six nine months ended June September 30, 2025 primarily due to the settlement of the annual bonus in cash rather than Class A common stock, and hardware development programs to support our scaling plan.

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Net cash provided by investing activities was $100 $251 million for the six nine months ended June September 30, 2026, compared to net cash used in investing activities of $99 $518 million in the six nine months ended June September 30, 2025. The change was primarily due to higher maturities relative to purchases of investments in the six nine months ended June September 30, 2026 compared to higher purchases relative to maturities of investments in the six nine months ended June September 30, 2025, partially offset by increased payments for the purchases of trucks and hardware to support the expansion of our fleet.

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Net cash provided by financing activities was $203 $226 million for the six nine months ended June September 30, 2026, a decrease of $177 $602 million from $380 $828 million for the six nine months ended June September 30, 2025, primarily due to decreased proceeds from the ATM Program and the exercise of stock options.

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Aurora may be party to various claims within the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. We assess the need to record a liability for litigation and other loss contingencies, with reserve estimates recorded if we determine that a loss related to the matter is both probable and reasonably estimable. No material losses were recorded in the three and six nine months ended June September 30, 2026 and 2025.

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Controls and procedures 2 changes

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Our management evaluated, with the participation of our chief executive officer and chief financial officer (our Certifying Officers ), the effectiveness of our disclosure controls and procedures as of June September 30, 2026, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were effective as of June September 30, 2026.

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There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June September 30, 2026 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Other information 7 changes

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On September 30, 2026 , Brittany Bagley , a member of the Company s Board of Directors , adopted a Rule 10b5-1 trading arrangement providing for the sale, pursuant to the terms of the arrangement, of an aggregate of up to 50,000 shares of the Company s Class A common stock. The plan will terminate on October 1, 2027 , subject to early termination for certain specified events set forth in the plan.

During our last fiscal quarter, no other director or officer, as defined in Rule 16a-1(f), adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, each as defined in Regulation S-K Item 408.

Our outstanding public and private placement warrants will expire at 5:00 p.m., New York City time, on November 3, 2026, and any unexercised warrants will become void and be cancelled for no consideration. Trading in our public warrants ( AUROW ) on Nasdaq is expected to cease following the close of trading on November 2, 2026, and the public warrants will subsequently be delisted.

As previously disclosed, on February 14, 2025, we entered into a sales agreement (the Sales Agreement ) with Cantor Fitzgerald & Co., Allen & Company LLC and TD Securities (USA) LLC, as sales agents, pursuant to which we may, from time to time, sell shares of our Class A common stock through the sales agents party thereto in an at-the-market offering (the ATM Offering ). On October 28, 2026, we amended and restated the Sales Agreement by adding Canaccord Genuity LLC, Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC as additional sales agents (the Amended and Restated Sales Agreement ).

In connection with the ATM Offering, we filed a prospectus supplement dated February 14, 2025 (the Original Prospectus Supplement ) to the prospectus contained in our automatically effective shelf registration statement on Form S-3ASR (Registration No. 333-284133) filed on January 3, 2025, registering the sale of up to an aggregate of $500,000,000 of our Class A common stock. The Original Prospectus Supplement was subsequently amended by amendment no. 1 dated July 30, 2025 (the First Amendment ). As of September 30, 2026, we had offered and sold 189,522,984 shares of our Class A common stock in the ATM Offering for gross proceeds of $1,174,785,034.

We are filing amendment no. 2 to the Original Prospectus Supplement, as amended by the First Amendment, with the Securities and Exchange Commission, to be dated October 28, 2026 (the Second Amendment ), to increase the aggregate dollar amount of shares of Class A common stock available for sale in the ATM Offering to $1,000,000,000, which includes $245,835,654 remaining under the Original Prospectus Supplement, as amended by the First Amendment.

A copy of the Amended and Restated Sales Agreement is filed as Exhibit 10.1 to this Quarterly Report. The foregoing description of the Amended and Restated Sales Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1. A copy of the opinion of Sullivan & Cromwell LLP relating to the validity of the securities issued in the ATM Offering is filed as Exhibit 5.1 to this Quarterly Report.

Exhibits 6 changes

5.1* Opinion of Sullivan & Cromwell LLP

Amended and Restated Sales Agreement , dated as of October 28, 2026, by and among Aurora I nnovation, I nc., Cantor Fitzgerald & Co. , Allen & Company LLC , TD Securities (USA) LLC , Canaccord Genuity LLC , Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC

23.1* Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)

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Certain identified information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted or replaced has been identified by brackets.

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Date: July 29, October 28, 2026 By: /s/ Chris Urmson

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Date: July 29, October 28, 2026 By: /s/ David Maday

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