SEC FORM 4

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SEC Form 4

FORM 4

UNITED 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

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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^*

Holles Natalie C.

(Last)

(First)

(Middle)

C/O AURA BIOSCIENCES, INC.

80 GUEST STREET

(Street)

BOSTON

02135

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aura Biosciences, Inc. [ AURA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2026		A		600,118⁽¹⁾	A	$0	600,118	D
Common Stock	05/19/2026		A		553,844⁽²⁾	A	$0	1,153,962	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$7.39	05/19/2026		A		2,169,103		⁽³⁾	05/19/2036	Common Stock	2,169,103	$0	2,169,103	D

Explanation of Responses:

1. These shares were acquired pursuant to a restricted stock unit ("RSU") award as Inducement Awards. Each RSU represents the right to receive one share of the Issuer's common stock. These RSUs vest in four substantially equal annual installments beginning on April 15, 2027, subject to the Reporting Person's continued service as of each such vesting date.

2. These shares were acquired pursuant to a performance RSU ("PRSU") award as Inducement Awards. The PRSUs are subject to both time-based vesting and the achievement of a performance condition, both of which must be satisfied before the PRSUs will be deemed vested. The PRSUs shall vest in four substantially equal annual installments commencing on April 15, 2027, subject to Ms. Holles' continued service as of each such time-based vesting date and the satisfaction of the performance condition. The expiration date of the PRSUs is the earlier of (i) the sixth (6th) anniversary of the grant date and (ii) the date Ms. Holles no longer has a service relationship with the Issuer. Any such PRSUs that have not vested on or prior to such expiration date shall be forfeited for no consideration.

3. The shares underlying this option vest as follows: 25% of the shares vest on April 30, 2027 with the remainder vesting thereafter pro-rata in 36 monthly installments, subject to the Reporting Person's continued service as of each such vesting date.

Remarks:

Chief Executive Officer and President

	/s/ Conor Kilroy, as Attorney-in-Fact	05/19/2026
	** Signature of Reporting Person	Date
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).
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