Aurora Innovation Inc

ATM Offering

On February 14, 2025, we entered into a Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., TD Securities (USA) LLC and Allen & Company LLC, as sales agents (the “Sales Agents”), pursuant to which we may, from time to time, sell up to an aggregate amount of $500.0 million of our Class A common stock through the Sales Agents in an “at-the-market” offering (the “ATM Offering”). We are not required to sell any shares under the Sales Agreement. We will pay the Sales Agents a commission of up to 3% of the aggregate gross proceeds we receive from all sales of our Class A common stock under the Sales Agreement. The Sales Agreement continues until the earlier of selling all shares available under the Sales Agreement or terminated by written notice from either of the parties. No sales have been made under the Sales Agreement.

The ATM Offering is being made under a prospectus supplement to be dated February 14, 2025 and filed with the Securities and Exchange Commission on February 14, 2025, and the related prospectus contained in our automatically effective shelf registration statement on Form S-3ASR (Registration No. 333- 284133) filed on January 3, 2025.

A copy of the Sales Agreement is filed as Exhibit 10.33 to this Annual Report. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.33. A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the validity of the securities issued in the ATM Offering is filed as Exhibit 5.1 to this Annual Report.

Securities Trading Plans of Directors and Executive Officers

On November 22, 2024, David Maday, Chief Financial Officer of the Company, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 147,234 shares of our Class A common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until November 5, 2026, or earlier if all transactions under the trading arrangement are completed.

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