Uber (NYSE: UBER) trims Aurora (AUR) stake in 67.5M-share block sale

Rhea-AI Filing Summary

Uber Technologies, Inc., through its wholly owned subsidiary Neben Holdings, LLC, sold 67,500,000 shares of Aurora Innovation, Inc. Class A common stock in a block sale at $7.10 per share on June 2, 2026. After this sale, Uber reports beneficial ownership of 258,473,411 Aurora Class A shares, representing about 15.6% of the 1,653,863,906 Class A shares outstanding as of April 29, 2026. The amended Schedule 13D also states Uber has sole voting and dispositive power over these shares and currently has no specific plans for further corporate actions involving Aurora beyond what is described.

Insights

Equity ownership and filings analyst

Uber reduces its Aurora stake via a large block sale but remains a major shareholder.

Uber Technologies, Inc. reports that its subsidiary Neben Holdings, LLC sold 67,500,000 shares of Aurora Innovation Class A stock at $7.10 per share in a block trade with a financial institution. This is a single, negotiated transaction rather than open‑market dribbling.

After the sale, Uber still beneficially owns 258,473,411 Class A shares, about 15.6% of Aurora’s 1,653,863,906 Class A shares outstanding as of April 29, 2026, with sole voting and dispositive power. The filing notes no current plans for additional acquisitions, disposals, or structural actions beyond this transaction.

The change is notable because it updates Aurora’s ownership landscape while keeping Uber as a significant holder. Future company filings from Aurora or Uber may clarify any strategic implications if their relationship evolves further.

Key Figures

Block sale size: 67,500,000 shares Block sale price: $7.10 per share Shares beneficially owned: 258,473,411 shares +4 more

7 metrics

Block sale size 67,500,000 shares Class A common stock sold by Neben Holdings, LLC on June 2, 2026

Block sale price $7.10 per share Price for Aurora Class A shares in the block sale

Shares beneficially owned 258,473,411 shares Aurora Class A shares beneficially owned by Uber after the block sale

Ownership percentage 15.6% Portion of Aurora Class A shares outstanding as of April 29, 2026

Class A shares outstanding 1,653,863,906 shares Aurora Class A common stock outstanding as of April 29, 2026

Sole voting power 258,473,411 shares Shares over which Uber reports sole voting power

Sole dispositive power 258,473,411 shares Shares over which Uber reports sole dispositive power

Key Terms

Schedule 13D, beneficial owner, block sale, sole voting power, +2 more

6 terms

Schedule 13D regulatory

"This statement constitutes Amendment No. 5 to the relating to the shares of Class A common stock"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial owner financial

"the Reporting Person is the beneficial owner of 258,473,411 shares of Class A Common Stock"

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.

block sale financial

"sold 67,500,000 shares of Class A Common Stock to a financial institution in a block sale transaction"

A block sale is a single large transaction in which a big shareholder or investor sells a substantial number of a company's shares at once, often arranged privately to avoid pushing the market price up or down. It matters to investors because such a concentrated sale can change who controls or influences a company, temporarily affect the stock’s price and liquidity, and may signal how large holders view the company’s outlook — like one person unloading a truckload of goods can move the local market.

sole voting power financial

"After giving effect to the closing of the Block Sale, the Reporting Person has sole voting and sole dispositive power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"the Reporting Person has sole voting and sole dispositive power over an aggregate of 258,473,411 shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Class B common stock financial

"does not include any issued and outstanding shares of Class B common stock, $0.00001 par value per share"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Aurora Innovation, Inc.

(Name of Issuer)

Class A common stock, par value $0.00001 per share

(Title of Class of Securities)

051774107

(CUSIP Number)

Balaji Krishnamurthy
c/o Uber Technologies, Inc., 1725 3rd Street
San Francisco, CA, 94158
415-612-8582

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 051774107

1

Name of reporting person

Uber Technologies, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 258,473,411.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 258,473,411.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

258,473,411.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note for Lines (7), (9), and (11) - Consists of 258,473,411 shares of Class A common stock, par value $0.00001 per share, of Aurora Innovation, Inc. (the "Issuer"). Note for Line (13) - The percent of class beneficially owned by the Reporting Person was calculated based on 1,653,863,906 shares of Class A common stock outstanding as of April 29, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the three months ended March 31, 2026. This statement constitutes Amendment No. 5 to the Schedule 13D relating to the shares of Class A common stock, $0.00001 par value per share (the "Class A Common Stock"), of Aurora Innovation, Inc., and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 14, 2022 (as amended by Amendment No. 1, filed with the SEC on July 24, 2023, Amendment No. 2, filed with the SEC on May 8, 2024, Amendment No. 3, filed with the SEC on May 15, 2025, and Amendment No. 4 filed with the SEC on May 22, 2025, the "Schedule 13D"). Except as set forth herein, the Schedule 13D as previously filed remains applicable. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.00001 per share
(b)	Name of Issuer: Aurora Innovation, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1654 Smallman St., Pittsburgh, PENNSYLVANIA , 15222.
Item 2.	Identity and Background
(a)	No change.
(b)	No change.
(c)	No change.
(d)	No change.
(e)	No change.
(f)	The citizenship of each of the individuals referred to in Schedule I filed as Exhibit 99.1 hereto ("Schedule I") is set forth on Schedule I.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On June 2, 2026, Neben Holdings, LLC, a wholly-owned subsidiary of the Reporting Person, sold 67,500,000 shares of Class A Common Stock to a financial institution in a block sale transaction at a price per share of $7.10 (the "Block Sale"). Except to the extent disclosed or incorporated herein, as of the date hereof, other than as noted herein, the Reporting Person has no plans or proposals that relate to or would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer other than as described herein; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws, or other instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of the matters enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	After giving effect to the closing of the Block Sale, the Reporting Person is the beneficial owner of 258,473,411 shares of Class A Common Stock, which represent approximately 15.6% of the outstanding shares of Class A Common Stock as of April 29, 2026. The percent of Class A Common Stock beneficially owned by the Reporting Person was calculated based on the 1,653,863,906 shares of Class A common stock outstanding as of April 29, 2026, as described in the Issuer's Quarterly Report on Form 10-Q for the three months ended March 31, 2026, and does not include any issued and outstanding shares of Class B common stock, $0.00001 par value per share, of the Issuer, which are convertible into shares of Class A Common Stock. None of the persons named in Schedule I beneficially own any shares of Class A Common Stock.
(b)	After giving effect to the closing of the Block Sale, the Reporting Person has sole voting and sole dispositive power over an aggregate of 258,473,411 shares of Class A Common Stock.
(c)	Except as otherwise reported herein, the Reporting Person and, to the best knowledge of the Reporting Person, the directors and executive officers of the Reporting Person named in Schedule I have not effected any other transactions in the shares of the Issuer during the past 60 days.
(d)	No change.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	No change.
Item 7.	Material to be Filed as Exhibits.
	EX-99.1 - Schedule I

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Uber Technologies, Inc.

Signature:	/s/ Balaji Krishnamurthy
Name/Title:	Chief Financial Officer
Date:	06/04/2026

FAQ

What change in Aurora Innovation (AUR) ownership does Uber report?

Uber reports beneficial ownership of 258,473,411 Aurora Class A shares, about 15.6% of the 1,653,863,906 Class A shares outstanding as of April 29, 2026. This reflects its updated position after a recent large block sale.

How many Aurora (AUR) shares did Uber’s subsidiary sell and at what price?

Uber’s wholly owned subsidiary Neben Holdings, LLC sold 67,500,000 Aurora Class A shares at a price of $7.10 per share. The transaction was executed as a block sale with a financial institution on June 2, 2026, rather than through multiple market trades.

What percentage of Aurora Innovation’s Class A stock does Uber now hold?

After the block sale, Uber holds approximately 15.6% of Aurora’s outstanding Class A common stock. This percentage is based on 1,653,863,906 Class A shares outstanding as of April 29, 2026, as disclosed in Aurora’s Form 10-Q.

Does Uber retain voting and dispositive power over its Aurora (AUR) stake?

Yes. Uber states it has sole voting and sole dispositive power over 258,473,411 Aurora Class A shares. This means Uber alone decides how these shares are voted and when or whether they are sold, subject to applicable agreements or regulations.

Does the amended Schedule 13D for Aurora (AUR) indicate further planned transactions by Uber?

The filing states that, apart from the described block sale, Uber currently has no plans or proposals for additional acquisitions, dispositions, or major corporate actions involving Aurora. It also notes no other reported Aurora share transactions by related individuals during the past 60 days.

How does the Schedule 13D/A treat Aurora’s Class B shares in Uber’s ownership calculation?

Uber’s 15.6% ownership figure is calculated only on Aurora’s Class A shares outstanding as of April 29, 2026. It explicitly excludes any issued and outstanding Class B common stock, which is convertible into Class A shares but not counted in this percentage.