As filed with the Securities and Exchange Commission on February 11, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AURORA INNOVATION, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 98-1562265 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1654 Smallman St.
Pittsburgh, Pennsylvania, 15222
(888) 583-9506
(Address of principal executive offices, including zip code)
Aurora Innovation, Inc. 2021 Equity Incentive Plan, as amended
(Full title of the plan)
Shelley Webb
Chief Legal Officer
1654 Smallman St.
Pittsburgh, Pennsylvania, 15222
(888) 583-9506
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Alan J. Fishman
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | x | | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | | Smaller reporting company | ¨ |
| | | Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This registration statement on Form S-8 (this “Registration Statement”) is being filed by Aurora Innovation, Inc., a Delaware corporation (the “Registrant” or the “Company”) for the purpose of registering 97,386,273 additional shares of its Class A common stock, par value $0.00001 per share (“Common Stock”), issuable under the Aurora Innovation, Inc. 2021 Equity Incentive Plan, as amended and restated on May 26, 2023 (the “Equity Incentive Plan”), pursuant to the Evergreen Provision (as defined below).
The number of shares of Common Stock available for grant and issuance under the Equity Incentive Plan is subject to an annual increase on the first day of each year beginning in 2022 and ending in 2031, equal to the least of (i) 120,900,000 shares of Common Stock, (ii) five percent (5%) of the outstanding shares of all classes of the Company’s common stock on the last day of the immediately preceding fiscal year, or (iii) such number of Shares of Common Stock determined by administrator under the Equity Incentive Plan (the Company’s board of directors or committee thereof) (such annual increase, the “Evergreen Provision”). On January 1, 2026, the number of shares of Common Stock reserved for issuance and available for grant and issuance under the Equity Incentive Plan increased by 97,386,273 shares pursuant to the Evergreen Provision.
In accordance with General Instruction E of Form S-8, the contents of the registration statements of the Company on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 11, 2022 (File No. 333-263498), February 21, 2023 (File No. 333-269887), May 30, 2023 (File No. 333-272272), February 15, 2024 (File No. 333-277080) and February 14, 2025 (File No. 333-284992), including any amendments thereto or filings incorporated therein, are incorporated herein by reference and made part of this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(1) The Registrant’s Annual Report on Form 10-K (including those portions of the Registrant’s definitive proxy statement relating to its 2026 annual meeting of stockholders that are incorporated by reference in the Registrant’s Annual Report on Form 10-K) for the fiscal year ended December 31, 2025 filed with the SEC on February 11, 2026;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed); and
(3) The description of the Registrant’s Class A Common Stock contained in Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 11, 2026, including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
The Registrant has filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.
EXHIBIT INDEX
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Exhibit Number | | | | Incorporated by Reference | | Filed or Furnished Herewith |
| | Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.1 | | | | 8-K | | 001-40216 | | 4.1 | | November 4, 2021 | | |
| 5.1 | | | | | | | | | | | | X |
| 23.1 | | | | | | | | | | | | X |
23.2 | | | | | | | | | | | | X |
| 24.1 | | | | | | | | | | | | |
| 99.1 | | | | S-8 | | 333-272272 | | 99.1 | | May 30, 2023 | | |
| 99.2 | | | | 8-K | | 001-40216 | | 10.12 | | November 4, 2021 | | |
| 99.3 | | | | 8-K | | 001-40216 | | 10.12 | | November 4, 2021 | | |
| 99.4 | | | | S-8 | | 333-277080 | | 99.4 | | February 15, 2024 | | |
| 107 | | | | | | | | | | | | X |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 11th day of February, 2026.
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| | AURORA INNOVATION, INC. |
| | |
| | By: | /s/ Chris Urmson |
| | | Chris Urmson |
| | | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Chris Urmson, David Maday, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments) on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact, proxy and agent, or any substitute of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
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| Signature | | Title | | Date |
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| /s/ Chris Urmson | | Chief Executive Officer and Director | | February 11, 2026 |
| Chris Urmson | | (Principal Executive Officer) | | |
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| /s/ David Maday | | Chief Financial Officer | | February 11, 2026 |
| David Maday | | (Principal Financial and Accounting Officer) | | |
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/s/ John Donahoe | | Director | | February 11, 2026 |
John Donahoe | | | | |
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| /s/ Brittany Bagley | | Director | | February 11, 2026 |
| Brittany Bagley | | | | |
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| /s/ Shailen Bhatt | | Director | | February 11, 2026 |
| Shailen Bhatt | | | | |
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| /s/ Gloria Boyland | | Director | | February 11, 2026 |
| Gloria Boyland | | | | |
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| /s/ Reid Hoffman | | Director | | February 11, 2026 |
| Reid Hoffman | | | | |
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| /s/ Claire D'Oyly-Hughes Johnson | | Director | | February 11, 2026 |
| Claire D'Oyly-Hughes Johnson | | | | |
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| /s/ Michelangelo Volpi | | Director | | February 11, 2026 |
| Michelangelo Volpi | | | | |
[Letterhead of Sullivan & Cromwell LLP]
Exhibit 5.1
February 11, 2026
Aurora Innovation, Inc.,
1654 Smallman Street,
Pittsburgh, Pennsylvania 15222.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of 97,386,273 shares of Class A common stock, par value $0.00001 per share (the “Securities”), of Aurora Innovation, Inc. (the “Company”), issuable under the Aurora Innovation, Inc. 2021 Equity Incentive Plan, as Amended (the “Plan”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, it is our opinion that, when the registration statement relating to the Securities (the “Registration Statement”) has become effective under the Act, the terms of the sale of the Securities have been duly established in conformity with the Company’s certificate of incorporation, and the Securities have been duly issued and sold as contemplated by the Registration Statement and the Plan, the Securities will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.
The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell LLP
S-8Aurora Innovation, Inc.0001828108EX-FILING FEESFALSEN/Axbrli:sharesiso4217:USDxbrli:pure00018281082026-02-112026-02-11000182810812026-02-112026-02-11
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Aurora Innovation, Inc.
(Exact name of registrant as specified in its charter)
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
Equity | Class A common stock, par value $0.00001 per share, reserved for issuance pursuant to the Aurora Innovation, Inc. 2021 Equity Incentive Plan, as amended | Other | 97,386,273(2) | $4.10(3) | $399,283,719.30 | 0.0001381 | $55,141.08 |
| Total Offering Amounts | $399,283,719.30 | | $55,141.08 |
| Total Fee Offsets | | | $— |
| Net Fee Due | | | $55,141.08 |
Offering Note
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock that become issuable under the Registrant’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Class A common stock.
(2) The amount of securities registered represents an automatic increase on January 1, 2026 to the number of shares available for issuance under the 2021 Plan in accordance with the automatic annual increase provisions of the 2021 Plan.
(3) Proposed maximum offering price per unit is estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $4.10 per share, which is the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on February 4, 2026.