Notes to the Condensed Consolidated Financial Statements (unaudited)
Note 1. Overview of the Organization
Aurora Innovation, Inc. (the “Company” or “Aurora”) is headquartered in Pittsburgh, Pennsylvania and its mission is to deliver the benefits of self-driving technology safely, quickly, and broadly. The Company has launched and continues to develop the Aurora Driver, an advanced and scalable suite of self-driving hardware, software and data services designed as a platform to adapt and interoperate amongst vehicle types and applications.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Intercompany balances and transactions between the Company and its controlled subsidiaries have been eliminated.
The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.
The information included herein should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2025. The condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date but does not contain all of the footnote disclosures from the annual financial statements.
The unaudited condensed consolidated financial statements reflect, in the opinion of the Company, all adjustments of a normal, recurring nature necessary for a fair statement of our financial position, results of operations, and cash flows for the periods presented but are not necessarily indicative of the expected results for the full fiscal year or any future period.
Risks and Uncertainties
The Company’s operations are principally funded by available liquidity from cash, cash equivalents and investments. Management expects to continue to incur operating losses and that the Company will need to opportunistically raise additional capital to support the continued development and commercialization of the Aurora Driver at scale. Management believes that cash on hand and investments will be sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of these financial statements. Management will continue to evaluate the timing and nature of discretionary operating expenses, as necessary.
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and investments. The Company primarily maintains its cash and cash equivalents at U.S. commercial banks, while its investments primarily consist of U.S. Treasury securities as well as corporate bonds and commercial paper. Cash and cash equivalents deposited with domestic commercial banks generally exceed the Federal Deposit Insurance Corporation insurable limit, though the Company has not experienced any credit losses on its deposits.
The Company is dependent on its suppliers, some of which are single or limited source suppliers, to design, develop, industrialize and manufacture components or to perform the upfitting, integration, and related services to upfit vehicles with the Aurora Driver and the necessary redundancies for driverless operations, and these suppliers may not produce and deliver necessary and industrialized components or perform the services at prices, volumes and on terms acceptable to the Company. For instance, the Company plans to rely on a single supplier, AUMOVIO (formerly known as Continental), for the production, provision and full lifecycle support of its future generation of the Aurora Driver hardware system which will be integrated with OEM platform vehicles. In instances where the supplier fails to perform its obligations, the Company may be unable to find alternative suppliers to satisfactorily deliver its products, if at all.
Recent Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses, which requires annual and interim disclosure of disaggregated disclosures of certain costs and expenses on the income statement. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Amendments are applied on a prospective basis with retrospective application permitted. The Company is currently evaluating the impact of this guidance.
In September 2025, the FASB issued Accounting Standards Update 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which modernizes and simplifies the guidance for capitalizing costs related to internal-use software by removing the stage-based approach and aligning the disclosure requirements with those for other long-lived assets. The standard is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments may be applied prospectively or using a modified retrospective approach. The Company is currently evaluating the impact of this guidance.
Note 3. Revenue
The Company generates revenue by providing transportation services for customers from an origin to a destination of the shipment. The Company and its customers enter into transportation service agreements that establish the terms, including prices, under which orders to purchase transportation services may be placed. When an agreement includes enforceable terms and conditions over a specified period, it is considered a contract, as it establishes enforceable rights and obligations.
Substantially all of the Company’s contracts with its customers are for a single performance obligation of providing self-driving and other transportation services, with the transaction price determined on a per mile rate basis, or a comparable pricing mechanism. The transaction price may be defined in a transportation services agreement or negotiated with the customer prior to accepting the shipment order.
The Company recognizes revenue on its transportation services as goods are transported from the origin to the destination utilizing an over time model as the services are provided. The Company has an unconditional right to consideration from the customer in an amount that corresponds directly with the value of its performance, and as such the Company recognizes revenue in the amount to which the Company has a right to invoice the customer, when applicable.
Invoices are generally due 30 days after the invoice date. Receivables are recorded for the unconditional right to consideration when the related performance obligations have been fully satisfied. There are no significant financing components in our customer contracts.
Revenues are presented net of tax when transactions are subject to taxes, such as sales tax, that are assessed by governmental authorities.
Incremental costs of obtaining a contract and costs to fulfill a contract are not material.
Note 4. Cash, Cash Equivalents, Restricted Cash and Investments
Cash, cash equivalents and restricted cash were as follows (in millions):
| | | | | | | | | | | | | | | | | |
| | As of | |
| | March 31, 2026 | | December 31, 2025 | |
| Cash and cash equivalents | | $ | 273 | | | $ | 221 | | |
Restricted cash, current (a) | | 2 | | | 1 | | |
Restricted cash, long-term (b) | | 14 | | | 13 | | |
Total cash, cash equivalents and restricted cash | | $ | 289 | | | $ | 235 | | |
(a) Included in other current assets on the condensed consolidated balance sheets
(b) Included in other assets on the condensed consolidated balance sheets
The components of cash, cash equivalents, short-term investments, and long-term investments measured at fair value on a recurring basis were as follows (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | | As of | |
| Fair value level | | March 31, 2026 | | December 31, 2025 | |
| Cash and cash equivalents: | | | | | | |
| Bank deposits | Level 1 | | $ | 1 | | | $ | 1 | | |
Money market funds | Level 1 | | 272 | | | 220 | | |
U.S. Treasury securities | Level 2 | | — | | | — | | |
Commercial paper | Level 2 | | — | | | — | | |
Total cash and cash equivalents | | | $ | 273 | | | $ | 221 | | |
Short-term and long-term investments: | | | | | | |
U.S. Treasury securities | Level 2 | | $ | 620 | | | $ | 766 | | |
Commercial paper | Level 2 | | 7 | | | 39 | | |
Corporate bonds and notes | Level 2 | | 377 | | | 433 | | |
Total short-term and long-term investments | | | $ | 1,004 | | | $ | 1,238 | | |
Available-for-sale debt securities classified as long-term investments mature after one year and through two years.
The amortized cost, unrealized gains, and fair value of available-for-sale debt securities were as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| | As of March 31, 2026 | |
| | Amortized cost | | Unrealized gains | | Fair value | |
| U.S. Treasury securities | | $ | 620 | | | $ | — | | | $ | 620 | | |
Commercial paper | | 7 | | | — | | | 7 | | |
Corporate bonds and notes | | 377 | | | — | | | 377 | | |
Total short-term and long-term investments | | $ | 1,004 | | | $ | — | | | $ | 1,004 | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2025 | |
| | Amortized cost | | Unrealized gains | | Fair value | |
| U.S. Treasury securities | | $ | 765 | | | $ | 1 | | | $ | 766 | | |
Commercial paper | | 39 | | | — | | | 39 | | |
Corporate bonds and notes | | 433 | | | — | | | 433 | | |
Total short-term and long-term investments | | $ | 1,237 | | | $ | 1 | | | $ | 1,238 | | |
Note 5. Stockholders' Equity
Preferred Stock
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 March 31, 2026 and December 31, 2025.
Common Stock
The Company is authorized to issue 51,000 million shares of common stock with a par value of $0.00001 per share; of which 50,000 million shares are designated Class A common stock and 1,000 million shares are designated Class B common stock. Class A common stockholders are entitled to one vote for each share and Class B common stockholders are entitled to ten votes for each share. Class A and Class B have identical liquidation and dividend rights. Class B shares are convertible into Class A upon election by the holder or upon transfer (except for certain permitted transfers).
The Company had 1,648 million and 1,625 million shares of Class A common stock issued and outstanding at March 31, 2026 and December 31, 2025, respectively. The Company had 308 million and 318 million shares of Class B common stock issued and outstanding at March 31, 2026 and December 31, 2025, respectively.
At-The-Market Offering
On February 14, 2025, the Company entered into a sales agreement with Cantor Fitzgerald & Co., TD Securities (USA) LLC, and Allen & Company LLC (the “Sales Agents”) pursuant to which the Company may offer and sell, from time to time and at its sole discretion, up to an aggregate amount of $500 million of the Company’s Class A common stock through the Sales Agents in an “at-the-market” offering (the “ATM Program”). On July 30, 2025, the Company increased the aggregate dollar amount of the Company’s Class A common stock that it may sell under the ATM Program to $1,421 million, of which $1,000 million remained available to be sold as of the date thereof. As of March 31, 2026, the Company has offered and sold approximately 154 million shares of Class A common stock through the ATM Program at an average price of $5.93 per share, for net proceeds of $888 million after transaction costs.
During the three months ended March 31, 2026, the Company offered and sold approximately 3 million shares of Class A common stock through the ATM Program at an average price of $4.81 per share, for net proceeds of $14 million after transaction costs.
Note 6. Equity Incentive Plans
The Company has outstanding awards granted under four equity compensation plans: the 2021 Equity Incentive Plan, as amended (the “Plan”), the Aurora Innovation, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), the Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan (the “Blackmore Plan”), and the OURS Technology Inc. 2017 Stock Incentive Plan, as amended (the “OURS Plan”). The Company assumed awards under the 2017 Plan, the Blackmore Plan and the OURS Plan to the extent such employees continued as employees of the Company.
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 March 31, 2026, there were 304 million shares available for grant under the Plan.
Stock-based Compensation Expense
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 March 31, 2026. Stock-based compensation in cost of revenue was not significant in the three months ended March 31, 2026.
Total stock-based compensation expense by function was as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | |
| 2026 | | 2025 | | | | | | | |
| | | | | | | | | | | |
Research and development | | $ | 36 | | | $ | 29 | | | | | | | | |
Selling, general, and administrative | | 10 | | | 5 | | | | | | | | |
Total | | $ | 46 | | | $ | 34 | | | | | | | | |
Restricted Stock Units
RSUs granted under the Plan generally are subject to a time-based vesting requirement. Generally, the time-based vesting requirement is quarterly over one to four years starting on the vesting commencement date, with a one-year cliff vesting for new hire awards.
RSU activity under the Plan and the 2017 Plan was as follows (in millions, except per share amounts):
| | | | | | | | | | | | | | | | | |
| | Number of shares | | Weighted- average grant date fair value | |
Unvested at December 31, 2025 | | 80 | | | $ | 5.12 | | |
Granted | | 63 | | | 4.41 | | |
| Vested | | (10) | | | 4.39 | | |
Forfeited | | (3) | | | 5.21 | | |
Unvested at March 31, 2026 | | 130 | | | $ | 4.83 | | |
The unrecognized stock-based compensation related to unvested RSUs was $602 million at March 31, 2026 and will be recognized over a weighted average period of 3.2 years. The fair value of RSUs as of their respective vesting dates was $46 million for the three months ended March 31, 2026.
Stock Options
The exercise price of stock options granted under the Plan and the 2017 Plan may not be less than 100% of the fair value of the Company’s common stock on the date of the grant. Stock options generally vest over one to four years starting on the vesting commencement date and expire, if not exercised, 10 years from the date of grant or, if earlier, three months after the option holder ceases to be a service provider of the Company. Stock options outstanding under the Blackmore Plan and the OURS Plan are not material.
Stock options granted under the Plan during the three months ended March 31, 2026 were as follows:
| | | | | | | | | | | |
| | Three Months Ended March 31, 2026 | | |
| | | | | |
| Stock options granted (in millions) | | 1 | | | | |
| Weighted average grant date fair value | | $ | 3.18 | | | | |
| Weighted average grant date fair value assumptions: | | | | | |
Expected term | | 6.5 years | | | |
Risk-free interest rates | | 4.1 | % | | | |
| | | | | |
| Expected volatility | | 79.1 | % | | | |
Stock option activity under the Plan and the 2017 Plan was as follows (in millions, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of shares | | Weighted average exercise price | | Weighted average remaining contractual term (in years) | | Aggregate intrinsic value | |
Outstanding at December 31, 2025 | 91 | | | $ | 2.21 | | | | | | |
| Granted | 1 | | | 4.38 | | | | | | |
Exercised | (4) | | | 1.85 | | | | | | |
Forfeited | (1) | | | 3.18 | | | | | | |
| | | | | | | | |
Outstanding at March 31, 2026 | 87 | | | $ | 2.23 | | | 6.5 | | $ | 155 | | |
Exercisable at March 31, 2026 | 62 | | | $ | 1.98 | | | 5.9 | | $ | 121 | | |
The unrecognized stock-based compensation related to unvested stock options was $40 million as of March 31, 2026 and will be recognized over a weighted average period of 1.8 years. The intrinsic value of stock options exercised was $9 million for the three months ended March 31, 2026.
Note 7. Derivative Liabilities
The components of derivative liabilities measured at fair value on a recurring basis were as follows (in millions): | | | | | | | | | | | | | | | | | | | | |
| | | As of | |
| Fair value level | | March 31, 2026 | | December 31, 2025 | |
Public warrants | Level 1 | | $ | 2 | | | $ | 2 | | |
Private placement warrants | Level 2 | | 2 | | | 2 | | |
Common stock warrants (a) | | | 4 | | | 4 | | |
Earnout share liabilities (b) | Level 3 | | 16 | | | 15 | | |
Total derivative liabilities | | | $ | 20 | | | $ | 19 | | |
(a) Included in other current liabilities on the condensed consolidated balance sheets
(b) Included in derivative liabilities, long term on the condensed consolidated balance sheets
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 March 31, 2026 and December 31, 2025. Private placement warrants outstanding were 9 million as of March 31, 2026 and December 31, 2025.
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 March 31, 2026 and December 31, 2025.
The valuation inputs utilized in determining the earnout share liability were as follows:
| | | | | | | | | | | | | | | |
| | As of | |
| | March 31, 2026 | | December 31, 2025 | |
Risk-free interest rates | | 4.1 | % | | 3.8 | % | |
Expected term (in years) | | 5.6 | | | 5.8 | | |
| | | | | |
| Expected volatility | | 81.0 | % | | 81.0 | % | |
The components of change in fair value of derivative liabilities were as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | |
| 2026 | | 2025 | | | | | | | |
Common stock warrants | | $ | — | | | $ | (7) | | | | | | | | |
Earnout share liabilities | | (1) | | | (2) | | | | | | | | |
Change in fair value of derivative liabilities | | $ | (1) | | | $ | (9) | | | | | | | | |
| | | | | | | | | | | |
Note 8. Leases
The Company leases certain office facilities and warehouses under non-cancelable operating lease agreements that expire through 2035.
Rent expense under operating leases was $7 million in the three months ended March 31, 2026 and 2025. As of March 31, 2026, the Company’s operating leases had a weighted average remaining lease term of 5.3 years and a weighted average discount rate of 7.5%.
Note 9. Balance Sheet Details
Property and Equipment, Net
The components of property and equipment, net were as follows (in millions):
| | | | | | | | | | | | | | | | | |
| | As of | |
| | March 31, 2026 | | December 31, 2025 | |
Land | | $ | 14 | | | $ | 14 | | |
Buildings and leasehold improvements | | 79 | | | 79 | | |
Equipment | | 36 | | | 35 | | |
Vehicles | | 59 | | | 42 | | |
Other | | 16 | | | 17 | | |
| | 204 | | | 187 | | |
Less accumulated depreciation and amortization | | (89) | | | (84) | | |
Total property and equipment, net | | $ | 115 | | | $ | 103 | | |
Other Current Liabilities
The components of other current liabilities were as follows (in millions):
| | | | | | | | | | | | | | | | | |
| | As of | |
| | March 31, 2026 | | December 31, 2025 | |
Accrued compensation | | $ | 85 | | | $ | 62 | | |
Other accrued expenses | | 37 | | | 38 | | |
Total other current liabilities | | $ | 122 | | | $ | 100 | | |
Note 10. Earnings Per Share
The Company computes earnings per share of common stock using the two-class method required for participating securities. The participating securities did not impact the computation of earnings per share in the periods presented as no dividends were declared and the participating securities are not contractually obligated to share in losses.
The Company has two classes of common stock with identical liquidation and dividend rights, Class A and Class B. The net loss is allocated in a proportionate basis to each class of common stock and results in the same net loss per share.
The following table presents the potential common stock outstanding excluded from the computation of diluted loss per share because including them would have had an antidilutive effect (in millions):
| | | | | | | | | | | | | | | | | |
| | As of | |
| | March 31, 2026 | | March 31, 2025 | | | |
RSUs | | 130 | | 100 | | | |
Stock options | | 87 | | 110 | | | |
| Public warrants | | 12 | | 12 | | | |
| Private placement warrants | | 9 | | 9 | | | |
| Earnout shares liability | | 5 | | 5 | | | |
Total | | 243 | | 236 | | | |
Note 11. Commitments and Contingencies
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 months ended March 31, 2026 and 2025.
Note 12. Segment
The Company has one reportable segment managed on a consolidated basis by the Chief Executive Officer (CEO) who is the chief operating decision maker (“CODM”). In identifying one reportable segment, the Company considered the basis of organization for the continued development of the Aurora Driver, an advanced and scalable suite of self-driving hardware, software and data services designed as a platform to adapt and interoperate amongst vehicle types and applications.
The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance and decides how to allocate resources based on net loss that is also reported on the income statement as consolidated net loss. The measure of segment assets is reported on the balance sheet as consolidated total assets.
The CODM allocates resources and evaluates performance based on net loss, which is the Company’s measure of segment profit or loss. The CODM considers budget to actual and year-over-year variances for net loss when making decisions about how to utilize the company’s resources.
In the second quarter of 2025, our CODM began to regularly review revenue and cost of revenue as a result of the successful launch of the Aurora Driver for Freight product.
Beginning in the second quarter of 2025, cost of revenue and other operating expenses now include depreciation and amortization which was previously reported in other segment items. The table below has been updated to reflect these changes.
The components of segment profit or loss were as follows (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
| | 2026 | | 2025 | | | | | | |
| | | | | | | | | | |
Revenue | | $ | 1 | | | $ | — | | | | | | | |
Less: | | | | | | | | | | |
Cost of revenue | | 5 | | | — | | | | | | | |
| Personnel expenses | | 125 | | | 115 | | | | | | | |
| Other operating expenses | | 69 | | | 62 | | | | | | | |
Other segment items (a) | | 25 | | | 31 | | | | | | | |
| Net loss | | $ | (223) | | | $ | (208) | | | | | | | |
(a) Other segment items include stock-based compensation expense, change in fair value of derivative liabilities, and other income (expense), net