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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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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
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).
SCHEDULE 13D
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| 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)
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| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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
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| 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.
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