Aurora Innovation, Inc.AUR
Aurora Innovation, Inc. Stock Compensation Disclosure
Equity Incentive Plans
The Company has outstanding awards granted under four equity compensation plans: the 2021 Equity Incentive Plan (the “Plan”), the Legacy Aurora 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 (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.
The Plan includes an annual increase in class A common shares available for issuance on the first day of each fiscal year beginning in fiscal 2022 and ending in fiscal 2031 equal to the lesser of (i) 121 million, (ii) 5% of total shares outstanding on the last day of the preceding fiscal year, and (iii) a lesser number of shares determined by the Plans’ administrator. Any stock options, RSUs or other awards from the 2017 Plan, the Blackmore Plan, or the OURS Plan that, on or after the Closing Date, expire or otherwise terminate without having been exercised or issued in full are added to the Plan up to a maximum of 121 million shares. As of December 31, 2025, there were 262 million shares available for grant under the Plan.
Under the Plan, equity-based compensation in compensation arrangements including the annual bonus program may be granted in the form of RSUs, restricted stock awards, incentive stock options, nonqualified stock options, stock appreciation rights, and performance units to employees, officers, directors, consultants, and others.
In the second quarter of 2025, the Company paid its 2024 employee incentive compensation in the form of restricted stock units which were granted and vested during the second quarter of 2025. Upon issuance the Company recorded a $55 million reduction to Other current liabilities which had previously been reported in the Company’s December 31, 2024 Consolidated Balance Sheet.
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 to four years starting on the vesting commencement date, with a one-year cliff vesting for new hire awards.
RSUs granted under the Plan and the 2017 Plan were as follows:
| Twelve Months Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| RSUs granted (in millions) | 67 | 41 | 63 | |||||||||||||||||
| Weighted average grant date fair value | $ | 6.98 | $ | 2.56 | $ | 1.74 | ||||||||||||||
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, 2024 | 76 | $ | 2.67 | |||||||||||
Granted | 67 | 6.98 | ||||||||||||
| Vested | (51) | 4.20 | ||||||||||||
Forfeited | (12) | 3.96 | ||||||||||||
Unvested at December 31, 2025 | 80 | $ | 5.12 | |||||||||||
The unrecognized stock-based compensation related to unvested RSUs was $380 million at December 31, 2025 and will be recognized over a weighted average period of 2.6 years. The fair value of RSUs as of their respective vesting dates was $325 million, $187 million and $118 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively.
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 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 and the 2017 Plan were as follows:
| Twelve Months Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||
| Stock options granted (in millions) | 2 | 41 | 62 | ||||||||||||||||||||
| Weighted average grant date fair value | $ | 6.48 | $ | 1.41 | $ | 0.97 | |||||||||||||||||
| Weighted average grant date fair value assumptions: | |||||||||||||||||||||||
Expected term | 6.2 years | 6.0 years | 5.8 years | ||||||||||||||||||||
Risk-free interest rates | 4.3 | % | 4.1 | % | 4.3 | % | |||||||||||||||||
| Expected volatility | 88.8 | % | 53.1 | % | 55.0 | % | |||||||||||||||||
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, 2024 | 117 | $ | 2.07 | |||||||||||||||||||||||
| Granted | 2 | 8.47 | ||||||||||||||||||||||||
Exercised (a) | (21) | 1.96 | ||||||||||||||||||||||||
Forfeited | (7) | 2.34 | ||||||||||||||||||||||||
Outstanding at December 31, 2025 | 91 | $ | 2.21 | 6.7 | $ | 164 | ||||||||||||||||||||
Exercisable at December 31, 2025 | 62 | $ | 1.95 | 6.0 | $ | 123 | ||||||||||||||||||||
(a) The amount of cash received from exercised stock options was $42 million for the twelve months ended December 31, 2025
The unrecognized stock-based compensation related to unvested stock options was $44 million as of December 31, 2025 and will be recognized over a weighted average period of 1.9 years. The intrinsic value of stock options exercised was $97 million, $62 million and $20 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively.
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 December 31, 2025.
Total stock-based compensation expense by function was as follows (in millions):
| Twelve Months Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||
Research and development | $ | 153 | $ | 122 | $ | 139 | |||||||||||||||||
Selling, general, and administrative | 35 | 22 | 21 | ||||||||||||||||||||
Total | $ | 188 | $ | 144 | $ | 160 | |||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 11, 2026 | Showing above |
| 2024 | Feb 14, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Mar 11, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.