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Aurora Innovation (AUR) director Donahoe awarded 36,547 RSUs and updates holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Donahoe John J reported acquisition or exercise transactions in this Form 4 filing.

Aurora Innovation director John J. Donahoe reported an equity award and updated holdings in Class A Common Stock. He received 36,547 restricted stock units (RSUs), each representing one share, at a grant price of $0.00 per unit as a compensation-related grant.

All 36,547 RSUs will vest 100% on the earlier of May 21, 2027 or the day prior to Aurora’s next annual stockholders meeting following May 21, 2026, subject to his continued service. Following this award, Donahoe directly holds 100,297 Class A shares and indirectly has 162,337 shares held through the Donahoe Living Trust, where he is trustee, settlor, and a lifetime beneficiary.

Positive

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Insider Donahoe John J
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 36,547 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 100,297 shares (Direct, null); Class A Common Stock — 162,337 shares (Indirect, Held by the Donahoe Living Trust)
Footnotes (1)
  1. The reported securities are represented by restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock. 100% of the RSUs will vest on the earlier of (i) May 21, 2027 or (ii) the day prior to the date of the Issuer's next annual stockholders meeting following May 21, 2026, in each case, subject to the reporting person's continued service through the applicable vesting date. The reporting person is a trustee and settlor of the Donahoe Living Trust (the "Trust"), and during his lifetime, a beneficiary of the Trust. The reporting person, in his capacity as a trustee and settlor of the Trust, may be deemed a beneficial owner of the securities held by the Trust.
RSU grant size 36,547 RSUs Equity award representing Class A Common Stock
Grant price per RSU $0.00 per unit Compensation-related grant to director
Direct holdings after grant 100,297 shares Class A Common Stock held directly by Donahoe
Indirect trust holdings 162,337 shares Class A Common Stock held by Donahoe Living Trust
RSU vesting date trigger May 21, 2027 100% vesting or earlier meeting-based vesting
restricted stock units ("RSUs") financial
"The reported securities are represented by restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
contingent right financial
"Each RSU represents a contingent right to receive one share of Class A Common Stock."
vest financial
"100% of the RSUs will vest on the earlier of (i) May 21, 2027 or (ii) the day prior to the date of the Issuer's next annual stockholders meeting..."
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
beneficial owner financial
"The reporting person, in his capacity as a trustee and settlor of the Trust, may be deemed a beneficial owner of the securities held by the Trust."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Donahoe John J

(Last)(First)(Middle)
C/O AURORA INNOVATION, INC.
1654 SMALLMAN STREET

(Street)
PITTSBURGH PENNSYLVANIA 15222

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Aurora Innovation, Inc. [ AUR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock05/21/2026A36,547(1)A$0100,297D
Class A Common Stock162,337I(2)Held by the Donahoe Living Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reported securities are represented by restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock. 100% of the RSUs will vest on the earlier of (i) May 21, 2027 or (ii) the day prior to the date of the Issuer's next annual stockholders meeting following May 21, 2026, in each case, subject to the reporting person's continued service through the applicable vesting date.
2. The reporting person is a trustee and settlor of the Donahoe Living Trust (the "Trust"), and during his lifetime, a beneficiary of the Trust. The reporting person, in his capacity as a trustee and settlor of the Trust, may be deemed a beneficial owner of the securities held by the Trust.
Remarks:
/s/ Yijun Han, Attorney-in-fact for John J Donahoe05/22/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Aurora Innovation (AUR) director John J. Donahoe report in this Form 4?

He reported an equity compensation award of 36,547 restricted stock units and updated his shareholdings. The filing shows both his new direct holdings and his indirect holdings through the Donahoe Living Trust in Aurora Innovation Class A Common Stock.

How many Aurora Innovation (AUR) RSUs did John J. Donahoe receive?

He received 36,547 restricted stock units, each representing one share of Class A Common Stock. The RSUs were granted at a price of $0.00 per unit as a compensation-related equity award for his service as a director.

When do John J. Donahoe’s Aurora Innovation (AUR) RSUs vest?

All 36,547 RSUs vest 100% on the earlier of May 21, 2027 or the day before the company’s next annual stockholders meeting after May 21, 2026. Vesting is conditioned on his continued service through the applicable vesting date.

What are John J. Donahoe’s direct Aurora Innovation (AUR) holdings after this Form 4?

After the reported grant, John J. Donahoe directly holds 100,297 shares of Aurora Innovation Class A Common Stock. This figure reflects his position in shares registered in his own name, separate from any trust or indirect ownership.

What indirect Aurora Innovation (AUR) shares does the Donahoe Living Trust hold?

The Donahoe Living Trust holds 162,337 Aurora Innovation Class A shares. Donahoe is trustee, settlor, and a lifetime beneficiary of the trust and may be deemed a beneficial owner of these securities, which are reported as indirect ownership on the Form 4.

Is John J. Donahoe’s Aurora Innovation (AUR) RSU grant an open-market purchase?

No. The 36,547 RSUs were acquired as a grant or award, not bought in the open market. The Form 4 lists transaction code “A,” indicating a grant, award, or other acquisition rather than a traditional purchase transaction.