and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Director — Claire D’Oyly-Hughes Johnson: The filing reports the resignation of a board director and the simultaneous appointment of a qualified successor, which is a standard board composition change rather than a loss of senior executive management.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Chief Product Officer — Sterling Anderson: The Chief Product Officer is resigning from his executive role and the board, representing a genuine departure of a senior officer, though the orderly timeline and lack of disagreement suggest a neutral transition.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Director — Dara Khosrowshahi: The filing reports the resignation of a non-executive director (Dara Khosrowshahi) to focus on his CEO role at Uber, accompanied by the appointment of a new director, which is a standard board composition change rather than a loss of senior operating management.

General Counsel — Nolan Shenai: The General Counsel is resigning to join a private company, with responsibilities temporarily assumed by the President while a search for a replacement is conducted.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Regulation FD Disclosure. On July 31, 2024, Aurora announced the commencement of an underwritten public offering of its shares of Class A common stock. A copy of Aurora’s press release announcing the underwritten public offering is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. On August 1, 2024, Aurora issued a press release announcing the pricing of the Public Offering. A copy of the press release is being filed as Exhibit 99.2 to this Repo…

Entry into a Material Definitive Agreement. Underwriting Agreement On July 31, 2024, Aurora Innovation, Inc. (“ Aurora ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with Goldman Sachs & Co. LLC, Allen & Company LLC and Morgan Stanley & Co. LLC, as representatives (the “ Representatives ”) of the several underwriters named therein (collectively, the “ Underwriters ”), relating to the issuance and sale (the “ Public Offering ”) of 116,666,667 shares (the “ Firm Shar…

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Director — Mr. Tame: The filing discloses a negotiated separation agreement with severance for Mr. Tame, indicating a voluntary departure rather than a sudden termination or routine election.

The filing discloses the adoption of a new Change in Control and Severance Policy, which is a compensatory arrangement rather than an actual departure, appointment, or election of a specific officer or director.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Entry into a Material Definitive Agreement. Underwriting Agreement On July 18, 2023, Aurora Innovation, Inc. (“ Aurora ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with Goldman Sachs & Co. LLC and Allen & Company LLC, as representatives (the “ Representatives ”) of the several underwriters named therein (collectively, the “ Underwriters ”), relating to the issuance and sale (the “ Public Offering ”) of 73,333,333 shares (the “ Firm Shares ”) of Aurora’s Class A c…

of this Current Report on Form 8-K. Aurora will sell the Private Placement Shares to “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act and institutional “accredited investors” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provision…

Regulation FD Disclosure. On July 19, 2023, Aurora issued a press release announcing the pricing of the Public Offering. A copy of the press release is being filed as Exhibit 99.1 to this Report and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section,…

Regulation FD Disclosure. On July 18, 2023, Aurora Innovation, Inc. (“ we ,” “ us ,” “our,” or “ Aurora ”) announced the commencement of an underwritten public offering of its shares of Class A common stock. Concurrent with the proposed public offering, Aurora entered into a common stock purchase agreement pursuant to which certain existing institutional and strategic investors, entities affiliated with two of Aurora’s directors, and new institutional investors, all of whom are qualified inst…