PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

Check the appropriate box:


☒		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

AURA BIOSCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


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☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED JUNE 17, 2026

AURA BIOSCIENCES, INC.

80 Guest Street

Boston, MA 02135

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held August 5, 2026

Notice is hereby given that a Special Meeting of Stockholders, or the Special Meeting, of Aura Biosciences, Inc., or the Company, will be held online on August 5, 2026 at 9:30 a.m. Eastern Time. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/AURA2026SM for the purpose of considering and voting upon the following:

To approve an amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 500,000,000;

To approve Amendment No. 1 to the Company’s 2021 Stock Option and Incentive Plan; and

To transact any other business properly brought before the Special Meeting or any adjournment or postponement of the Special Meeting.

Only Aura Biosciences, Inc. stockholders of record at the close of business on June 12, 2026 will be entitled to vote at the Special Meeting and any adjournment or postponement thereof.

Our proxy materials are first being mailed to our stockholders on or about , 2026.

Please see the “General Information” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Special Meeting, including the ability of stockholders to submit questions during the Special Meeting, and technical details and support related to accessing the virtual platform.

Your vote is important. Whether or not you expect to attend the virtual meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting, by submitting your proxy via the Internet at the address listed on the proxy card, or by signing, dating and returning the proxy card. Even if you have voted by proxy, you may still vote at the virtual meeting. Please note, however, that if your shares are held through a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

By order of the Board of Directors,

Natalie Holles

Chief Executive Officer and President

Boston, MA

, 2026

Table of Contents


	Page


PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS	1

GENERAL INFORMATION	2

PROPOSAL NO. 1 – APPROVAL OF AN AMENDMENT TO OUR TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK FROM 150,000,000 TO 500,000,000	6

PROPOSAL NO. 2 – APPROVAL OF AMENDMENT NO. 1 TO THE AURA BIOSCIENCES, INC. 2021 STOCK OPTION AND INCENTIVE PLAN	9

NON-EMPLOYEE DIRECTOR COMPENSATION	17

EXECUTIVE COMPENSATION	19

PRINCIPAL STOCKHOLDERS	25

HOUSEHOLDING	29

STOCKHOLDER PROPOSALS	29

OTHER MATTERS	29

APPENDIX A – CHARTER AMENDMENT	A-1

APPENDIX B – 2021 STOCK OPTION AND INCENTIVE PLAN	B-1

APPENDIX C – AMENDMENT NO. 1 TO THE 2021 STOCK OPTION AND INCENTIVE PLAN	C-1

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED JUNE 17, 2026

AURA BIOSCIENCES, INC.

80 Guest Street

Boston, MA 02135

PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD AUGUST 5, 2026

This proxy statement contains information about the Special Meeting of Stockholders, or the Special Meeting, of Aura Biosciences, Inc., which will be held online on August 5, 2026 at 9:30 a.m. Eastern Time. The Special Meeting will be held virtually. You may attend the Special Meeting virtually via the Internet at www.virtualshareholdermeeting.com/AURA2026SM, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with the proxy card in order to attend the Special Meeting. The board of directors of Aura Biosciences, Inc., or the Board of Directors, is using this proxy statement to solicit proxies for use at the Special Meeting. In this proxy statement, the terms “Aura,” “Aura Biosciences,” the “Company,” “we,” “us,” and “our” refer to Aura Biosciences, Inc. The mailing address of our principal executive offices is Aura Biosciences, Inc., 80 Guest Street, Boston, MA 02135.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our Board of Directors with respect to each of the matters set forth in this proxy statement and the accompanying proxy card. You may revoke your proxy at any time before it is exercised at the meeting by giving our Corporate Secretary written notice to that effect.

Important Notice Regarding the Availability of Proxy Materials for

the Special Meeting of Stockholders to be Held on August 5, 2026:

This proxy statement and accompanying materials are first being mailed to stockholders on or about , 2026. This proxy statement is available for viewing, printing and downloading at www.ProxyVote.com.

A copy of this proxy statement, as filed with the Securities and Exchange Commission, or the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Aura Biosciences, Inc., 80 Guest Street, Boston, MA 02135, Attention: Corporate Secretary. This proxy statement is also available on the SEC’s website at www.sec.gov.

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering in November 2021; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or the SEC. Even after we are no longer an “emerging growth company,” we may remain a “smaller reporting company.”

AURA BIOSCIENCES, INC.

PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Why are you holding a virtual Special Meeting?

We have implemented the virtual format in order to facilitate stockholder attendance at our Special Meeting. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Special Meeting so they can ask questions of our Board of Directors or management.

How do I attend and participate in the Special Meeting online?

To attend and participate in the Special Meeting, stockholders will need to access the live audio webcast of the meeting. To do so, stockholders of record will need to visit www.virtualshareholdermeeting.com/AURA2026SM and use their control number provided in the proxy card being mailed to you to preregister to this website, and beneficial owners of shares held in street name will need to follow the same instructions. Registration will open 15 minutes prior to the meeting.

The live audio webcast of the Special Meeting will begin promptly at 9:30 a.m. Eastern Time.

How can I get help if I have trouble checking in or listening to the meeting online?

There will be a support number available on the login page of the virtual meeting 15 minutes before the meeting begins for any stockholders having technical difficulties. The technical support line will not be able to provide control numbers, but will be able to assist with any technical issues.

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?

Our proxy materials, including this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker, bank or other nominee), and a voting instruction form, will be mailed to stockholders on or about , 2026. This proxy statement is available for viewing, printing and downloading at www.ProxyVote.com.

Who is soliciting my vote?

Our Board of Directors is soliciting your vote for the Special Meeting.

When is the record date for the Special Meeting?

The record date for determination of stockholders entitled to vote at the Special Meeting is the close of business on June 12, 2026.

How many votes can be cast by all stockholders?

There were 103,436,416 shares of our common stock, par value $0.00001 per share, outstanding on June 12, 2026, all of which are entitled to vote with respect to all matters to be acted upon at the Special Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote on your own behalf at our virtual Special Meeting. No shares of preferred stock were outstanding as of June 12, 2026.

Who is entitled to vote?

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote on your own behalf at our virtual Special Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the proxy materials were forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend our virtual Special Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock on your own behalf at the Special Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Note you should also be receiving a voting instruction form for you to use from your broker. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

How do I vote?

If you are a stockholder of record, there are four ways to vote:

•

By Internet. You may vote at www.ProxyVote.com, 24 hours a day, seven days a week. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. You will need the control number included on your proxy card.

•

During the Special Meeting. You may vote during the Special Meeting by going to www.virtualshareholdermeeting.com/AURA2026SM. You will need the control number included on your proxy card.

•

By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. You will need the control number included on your proxy card.

•

By Mail. You may vote by completing and mailing your proxy card. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Even if you plan to participate in our virtual Special Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to participate in the Special Meeting.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares on your own behalf at the Special Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

By Proxy

If you will not be attending the Special Meeting, you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the enclosed proxy card. Proxies submitted by mail must be received before the start of the Special Meeting.

If you complete and timely submit your proxy before the Special Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by the Board of Directors on all matters presented in this proxy statement, and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the Special Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.

If any other matters are properly presented for consideration at the Special Meeting, including, among other things, consideration of a motion to adjourn the Special Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Special Meeting.

How do I revoke my proxy?

You may revoke your proxy by (1) entering a new vote by mail that we receive before the start of the Special Meeting or over the Internet or via telephone, (2) attending and voting at the Special Meeting online (although attendance at the Special Meeting will not in and of itself revoke a proxy) or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Special Meeting. Such written notice of revocation or subsequent proxy card should be sent to our principal executive offices at Aura Biosciences, Inc., 80 Guest Street, Boston, MA 02135, Attention: Corporate Secretary.

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.

How is a quorum reached?

Our Amended and Restated Bylaws, or bylaws, provide that a majority of the outstanding shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Special Meeting.

Under the Delaware General Corporation Law, or the DGCL, shares that are voted “abstain” and broker “non-votes” (as discussed below) are counted as present for purposes of determining whether a quorum is present at the Special Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

How is the vote counted?

Under our bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Tenth Amended and Restated Certificate of Incorporation, as amended, or certificate of incorporation, or bylaws.

If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to “routine” items, but will not be allowed to vote your shares with respect to “non-routine” items. A broker “non-vote” typically occurs when non-routine proposals are presented and a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Proposal No. 1 is a “routine” item. Therefore, if you do not return voting instructions to your broker, your shares may be voted by your broker in its discretion on Proposal No. 1. If all brokers exercise this discretionary authority, then no broker non-votes are expected to exist in connection with Proposal No. 1.

Proposal No. 2 is a “non-routine” item. Therefore, if you do not instruct your broker how to vote with respect to Proposal No. 2, your broker may not vote on that proposal, and those shares will be counted as broker “non-votes.”

To approve an amendment to our certificate of incorporation to increase the number of authorized shares of common stock from 150,000,000 to 500,000,000, the votes cast “For” Proposal No. 1 must exceed the votes cast “Against” Proposal No. 1. Abstentions and broker non-votes, if any, are not considered votes cast and, therefore, will have no effect on the vote on Proposal No. 1.

To approve Amendment No. 1 to the 2021 Stock Option and Incentive Plan, Proposal No. 2 must receive “For” votes from a majority of the votes properly cast “For” and “Against” such matter. Abstentions and broker non-votes, if any, are not considered votes cast and, therefore, will have no effect on the vote on Proposal No. 2.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails or otherwise. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies.

How can I find out the results of the voting at the Special Meeting?

We plan to announce preliminary voting results at the Special Meeting. Final voting results will be published in a Current Report on Form 8-K, or Form 8-K, that we expect to file with the SEC within four business days after the Special Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Special Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

PROPOSAL NO. 1 - APPROVAL OF AN AMENDMENT TO OUR TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK FROM 150,000,000 TO 500,000,000

Background and Reasons for the Proposed Charter Amendment

Aura’s stockholders are being asked to approve an amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 150,000,000 to 500,000,000. We refer to this proposed amendment to our Tenth Amended and Restated Certificate of Incorporation as the “Charter Amendment” in this proxy statement.

Our Board of Directors believes that additional authorized shares of common stock would give us the necessary flexibility to issue shares for various corporate purposes, including, in particular, raising capital, and enable us to take timely advantage of market conditions and opportunities. Other corporate purposes for which the additional authorized shares could be used include, but are not limited to, potential strategic transactions, including mergers, acquisitions, and other business combinations; future grants and awards under equity compensation plans; stock splits and dividends; and other general corporate working capital needs. We currently do not have any specific plans, arrangements or understandings to issue additional shares of our common stock, except for (i) the issuance of shares of common stock pursuant to our equity incentive plans and (ii) potential issuances pursuant to our sales agreement with Jefferies LLC, through which we may offer and sell shares of our common stock from time to time in “at-the-market” offerings. Having additional authorized shares available will provide additional flexibility to use our common stock for business and financial purposes in the future as well as to have sufficient shares available to provide appropriate equity incentives for our employees. The additional shares may be used for various purposes without further stockholder approval, except as may be required in certain cases by law or the Nasdaq rules.

As of June 1, 2026, our common stock share utilization was approximately as follows:


	Number of Shares of Common Stock
Authorized for issuance		150,000,000
Issued and outstanding		103,397,416
Reserved for issuance
Available for future grant under employee equity incentive plans		6,528,472
Outstanding awards under our employee equity incentive plans		10,949,361
Pre-funded warrants (unexercised)		7,371,435
Common stock warrants (unexercised)		3,801,750
Inducement awards		3,323,065
Total share usage (issued and outstanding + reserved for issuance)		135,371,499
Shares available for issuance		31,974,083
Total share usage as a percent of authorized		90	%

Given the number of shares available for issuance as of the record date, our Board of Directors does not believe the currently available number of unissued shares of common stock is an adequate number of shares to assure that there will be sufficient shares available for issuance in connection with any possible future equity and equity-based financings, possible future awards under equity compensation plans, and other corporate purposes. Therefore, our Board of Directors has approved the above-described increase in our authorized shares of common stock as a means of providing us with the flexibility to act with respect to the issuance of common stock or securities exercisable for, or convertible into, common stock in circumstances which they believe will advance our interests and the interests of our stockholders. The failure to approve this proposal may prevent us from continuing to pursue effective strategies to access capital in the public and private markets.

For the reasons stated above, our Board of Directors has unanimously determined that the proposed Charter Amendment is advisable and in the best interest of Aura and our stockholders, and authorized and approved the proposed Charter Amendment and directed that it be considered at the Special Meeting.

Form of the Amendment

If the stockholders approve this proposal, our Tenth Amended and Restated Certificate of Incorporation will be amended to increase the number of shares of common stock the Company is authorized to issue from 150,000,000 shares to 500,000,000 shares. The par value of the common stock will remain at $0.00001 per share. There will be no change to the number of authorized shares of undesignated preferred stock. The Certificate of Amendment would amend the first paragraph of ARTICLE IV of the Tenth Amended and Restated Certificate of Incorporation in its entirety to read as follows:

“The total number of shares of capital stock which the Corporation shall have authority to issue is five hundred ten million (510,000,000), of which (i) five hundred million (500,000,000) shares shall be a class designated as common stock, par value $0.00001 per share (the “Common Stock”), and (ii) ten million (10,000,000) shares shall be a class designated as undesignated preferred stock, par value $0.00001 per share (the “Undesignated Preferred Stock”).”

The remaining text of ARTICLE IV of our Tenth Amended and Restated Certificate of Incorporation will remain unchanged.

Rights of Additional Authorized Shares

The additional authorized shares of common stock, if and when issued, would be part of our existing class of common stock and would have the same rights and privileges as the shares of common stock currently outstanding. The Company’s stockholders do not have preemptive rights with respect to the common stock. Accordingly, should our Board of Directors elect to issue additional shares of common stock, existing stockholders would not have any preferential rights to purchase the shares.

Potential Adverse Effects of the Amendment

Future issuances of common stock or securities convertible into common stock could have a dilutive effect on the earnings per share, book value per share, voting power and percentage interest of holdings of current stockholders. In addition, the availability of additional shares of common stock for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of the Company. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt, but nothing would prevent our Board of Directors from taking any appropriate actions not inconsistent with its fiduciary duties.

Timing and Effect of the Charter Amendment

If the proposed Charter Amendment is approved by our stockholders, it will become effective immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which we expect to file promptly after the Special Meeting. Other than the amendment to ARTICLE IV, the remainder of our Tenth Amended and Restated Certificate of Incorporation, as amended, will remain unchanged after effectiveness of the Charter Amendment. If the proposed Charter Amendment is not approved by our stockholders, our Tenth Amended and Restated Certificate of Incorporation will remain unchanged. In accordance with the DGCL, the Board of Directors may elect to abandon the proposed Charter Amendment without further action by the stockholders at any time prior to the effectiveness of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval of the proposed Charter Amendment.

Vote Required and Board of Directors’ Recommendation

To approve an amendment to our Tenth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 500,000,000, the votes cast “For” this Proposal No. 1 must exceed the votes cast “Against” this Proposal No. 1. Abstentions and broker non-votes, if any, are not considered votes cast and, therefore, will have no effect on the vote on Proposal No. 1.

The Board of Directors recommends voting “FOR” Proposal No. 1 to amend Aura’s Tenth Amended and Restated Certificate of Incorporation.

PROPOSAL NO. 2 - APPROVAL OF AMENDMENT NO. 1 TO THE AURA BIOSCIENCES, INC. 2021 STOCK OPTION AND INCENTIVE PLAN

On June 11, 2026, our Board of Directors approved Amendment No. 1, or the First Amendment, to the Aura Biosciences, Inc. 2021 Stock Option and Incentive Plan, or the 2021 Plan, and, as amended by the First Amendment, the Amended Plan, subject to approval from our stockholders at the Special Meeting.

The First Amendment will amend the evergreen provision in the 2021 Plan to provide that any of the Company’s outstanding pre-funded warrants shall be added to the total number of shares of common stock that are issued and outstanding as of each December 31 for purposes of the evergreen formula used in calculating the annual increase in the shares available to grant under the 2021 Plan. The proposed amendment to the formula to calculate the annual increase pursuant to the evergreen provision is the only change to the 2021 Plan proposed by the First Amendment.

To be approved, this proposal must receive “For” votes from a majority of the votes properly cast “For” and “Against” such matter. Abstentions and broker non-votes, if any, are not considered votes cast and, therefore, will have no effect on this proposal.

If the Amendment is not approved by stockholders at the Special Meeting, the 2021 Plan will continue in its current form without change.

Rationale for First Amendment

We operate in a competitive market and new hire, annual and other equity grants are essential in helping us attract and retain talented individuals. Our compensation committee, or the Compensation Committee, and the Board of Directors believe our stock-based compensation programs enable us to maintain our competitive position in recruiting and retaining highly skilled and engaged personnel. We also believe that stock options, restricted stock units and other equity-based awards are a key element of our stock-based compensation program.

In order for us to continue to leverage stock options, restricted stock units and other equity-based awards as part of our recruiting and retention strategy, we would like to include pre-funded warrants in calculating the total number of shares of common stock that are issued and outstanding for purposes of the evergreen calculation under the 2021 Plan. The current evergreen provision calculation is based solely on shares of common stock that are issued and outstanding. The First Amendment would only be effective for annual evergreen increases to our share reserve under the 2021 Plan beginning with the increase on January 1, 2027 until the Amended Plan’s expiration in October 2031.

In May 2025 and May 2026, we completed underwritten public offerings of our common stock and in lieu of common stock, certain investors purchased pre-funded warrants to purchase shares of our common stock. By issuing pre-funded warrants, we increased the funds available to progress our business without increasing the outstanding shares. As a result of issuing pre-funded warrants, which do not increase the outstanding shares, the shares available annually under the evergreen provision of our 2021 Plan did not increase proportionally. We are seeking to remedy this so we have a proportional amount of available shares in our equity-based compensation program to attract and retain talented individuals.

For illustrative purposes, as of June 1, 2026, we had 103,397,416 shares of common stock that were issued and outstanding and 7,371,435 pre-funded warrants outstanding. Assuming these are the shares of common stock and pre-funded warrants outstanding on January 1, 2027, under the 2021 Plan’s current evergreen provision, our Board would be able to authorize up to an additional 5,169,870 shares for issuance. Under the same scenario, but with the First Amendment’s evergreen provision, our Board would be able to authorize up to an additional 5,538,442 shares for issuance, resulting in an increase of 368,572 shares, or approximately 0.3% of our total capitalization. If stockholders approve the First Amendment, the share reserve will increase with any future shares added pursuant to the Amended Plan’s “evergreen” provision until the Amended Plan’s expiration in October 2031.

We believe that this proposal to amend the evergreen provision is within the spirit of the 2021 Plan. Our Board of Directors has determined that the inclusion of pre-funded warrants in calculating the total number of shares of common stock that are issued and outstanding on each December 31 for purposes of calculating the annual increase under the 2021 Plan is reasonable based on our analysis and does not represent an excess number of shares. The pre-funded warrants, if included, would allow us to have a number of shares in our 2021 Plan reserve that are comparable in size to similarly-situated companies that do not have pre-funded warrants outstanding. Moreover, we anticipate that if our request to amend the evergreen provision is approved by our stockholders, it will facilitate our ability to provide equity incentives to attract, retain, and motivate employees, as well as continue a culture of ownership that aligns with our mission and values.

Summary of the Current Plan and the Amended Plan

The following description of certain features of the Plan as it currently exists and whether it is amended is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2021 Plan and the First Amendment, each of which is attached hereto as Appendix B and Appendix C, respectively.

Plan Limits. The Amended Plan provides a limit as to the maximum number of shares that may be issued.

•

3,352,166 shares of common stock were previously authorized for issuance pursuant to awards under the 2021 Plan, plus the number of shares available for issuance under the 2021 Plan were subject to an annual increase on each January 1, beginning on January 1, 2022, by a number of shares equal to (A) 5% of the shares of common stock outstanding as of the last day of the immediately preceding fiscal year and (B) such lesser number of shares of common stock as determined by the Administrator (as defined below) (the “Evergreen Increase”).

•

The First Amendment treats, for the purposes of the Evergreen Increase, outstanding pre-funded warrants as outstanding common stock such that on the first day of each calendar year beginning on January 1, 2027 and ending on and including January 1, 2031, the number of shares of common stock reserved for issuance under the 2021 Plan will increase by (A) 5% of the shares of common stock outstanding or issuable upon exercise of outstanding pre-funded warrants, in each case, as of the last day of the immediately preceding fiscal year and (B) such lesser number of shares of common stock as determined by the Administrator.

On June 12, 2026, the closing price of our common stock on the Nasdaq Global Select Market was $6.41 per share.

Administration. The Amended Plan will be administered by either our Board of Directors or our Compensation Committee, or a similar committee (the “Administrator”). The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Amended Plan. The Administrator may delegate to a committee consisting of one or more officers of the Company the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act, subject to certain limitations and guidelines.

Eligibility; Plan Limits. All employees, non-employee directors and consultants are eligible to participate in the Amended Plan, subject to the discretion of the Administrator. As of June 1, 2026, approximately 161 individuals would have been eligible to participate in the Amended Plan had it been effective on such date, which includes 5 executive officers, 109 employees who are not executive officers, 6 non-employee directors and approximately 41 consultants. There are certain limits on the number of awards that may be granted under the Amended Plan.

Director Compensation Limit. The Amended Plan provides that the value of all awards awarded under the Amended Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year shall not exceed $750,000, provided, however, that such amount shall be $1,000,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to our Board of Directors.

Stock Options. The Amended Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options granted under the Amended Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive incentive options and to non-employee directors and consultants. The option exercise price of each option will be determined by the Administrator. Except in the case of options (i) granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) granted to individuals who are not subject to U.S. income tax on the date of grant or (iii) that are compliant with Section 409A of the Code, the exercise price of an option may not be less than 100% of the fair market value of the common stock on the date of grant. Fair market value for this purpose will be determined by reference to the price of the shares of common stock on Nasdaq. The exercise price of an option may not be reduced after the date of the option grant without stockholder approval, other than to appropriately reflect changes in our capital structure.

The term of each option will be fixed by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Administrator. In general, unless otherwise permitted by the Administrator, no option granted under the Amended Plan is transferable by the optionee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order.

Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Administrator or by delivery (or attestation to the ownership) of shares of common stock that are beneficially owned by the optionee and that are not subject to risk of forfeiture. In addition, non-qualified options may be exercised using a net exercise feature which reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price.

To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year.

Stock Appreciation Rights. The Administrator may award stock appreciation rights subject to such conditions and restrictions as the Administrator may determine. Stock appreciation rights entitle the recipient to shares of common stock or cash equal to the value of the appreciation in the stock price over the exercise price. The exercise price may not be less than the fair market value of the common stock on the date of grant. The term of a stock appreciation right may not exceed ten years.

Restricted Stock. The Administrator may award shares of common stock to participants subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified restricted period. During the vesting period, restricted stock awards may be credited with dividend equivalent rights (but dividend equivalents payable with respect to restricted stock awards with vesting tied to the attainment of performance criteria shall not be paid unless and until such performance conditions are attained).

Restricted Stock Units. The Administrator may award restricted stock units to participants. Restricted stock units are ultimately payable in the form of shares of common stock or cash subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. In the Administrator’s sole discretion, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a restricted stock unit award, subject to the participant’s compliance with the procedures established by the Administrator and requirements of Section 409A of the Code. During the deferral period, the deferred stock awards may be credited with dividend equivalent rights.

Unrestricted Stock Awards. The Administrator may also grant (or sell at par value or such higher purchase price determined by the Administrator) shares of common stock that are free from any restrictions under the Amended Plan. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.

Dividend Equivalent Rights. The Administrator may grant dividend equivalent rights to participants, which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock. Dividend equivalent rights are granted as a component of another award of Restricted Stock Units or as a freestanding award, and may be paid only if the related award becomes vested. Dividend equivalent rights may be settled in cash, shares of common stock or a combination thereof, in a single installment or installments, as specified in the award.

Cash-Based Awards. The Administrator may grant cash bonuses under the Amended Plan to participants. The cash bonuses may be subject to the achievement of certain performance goals.

Change of Control Provisions. In the event of a “sale event,” as defined in the Amended Plan, awards under the Amended Plan may be assumed, continued or substituted. In the event that awards are not assumed, continued or substituted, except as otherwise provided in the relevant award certificate, upon the effective time of the sale event, all awards with time-based conditions will become vested and exercisable upon the sale event, and awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a sale event in the Administrator’s discretion or to the extent specified in the relevant award certificate. In addition, the Company may make or provide for payment, in cash or in kind, to participants holding options and stock appreciation rights equal to the difference between the per share cash consideration and the exercise price of the options or stock appreciation rights (provided that, in the case of an option or stock appreciation right with an exercise price equal to or greater than the per share cash consideration, such option or stock appreciation right shall be cancelled for no consideration). The Company shall also have the option to make or provide for a payment, in cash or in kind, to grantees holding other awards in an amount equal to the per share cash consideration multiplied by the number of vested shares under such awards. All awards will terminate in connection with a sale event unless they are assumed by the successor entity.

Adjustments for Stock Dividends, Stock Splits, Etc. The Amended Plan requires the Administrator to make appropriate adjustments to the number of shares of common stock that are subject to the Amended Plan, to certain limits in the Amended Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.

Tax Withholding. Participants in the Amended Plan are responsible for the payment of any federal, state or local taxes that the Company is required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The Administrator may require that tax withholding obligations satisfied by withholding shares of common stock to be issued pursuant to exercise or vesting.

Amendments and Termination. The Board of Directors may at any time amend or discontinue the Amended Plan and the Administrator may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. To the extent required under the rules of Nasdaq, any amendments that materially change the terms of the Amended Plan will be subject to approval by our stockholders. Amendments shall also be subject to approval by our stockholders if and to the extent determined by the Administrator to be required by the Code to preserve the qualified status of incentive options.

Effective Date of Plan. The First Amendment was approved by our Board of Directors on June 11, 2026. Awards of incentive options may be granted under the Amended Plan until October 7, 2031. No other awards may be granted under the Amended Plan after October 27, 2031.

New Plan Benefits

Because the grant of awards under the Amended Plan is within the discretion of the Administrator, the company cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the Amended Plan.

Plan Benefits

The following table shows the number of shares of our common stock underlying options and restricted stock units granted under the 2021 Plan from its inception through June 1, 2026 to certain individuals and certain groups of individuals.


Name	Number of Options (#)		Number of RSUs (#)
Elisabet de los Pinos, Ph.D., Former President and Chief Executive Officer		1,247,995		719,487
Anthony Gibney, Chief Financial and Business Officer		383,755		232,745
J. Jill Hopkins, M.D., Chief Medical Officer and President of Research and Development		481,794		373,206
All executive officers as a group		1,533,406		1,136,094
All current directors who are not executive officers as a group		275,500		91,500
Each associate of any executive officers and current directors		—		—
Each other person who received or is to receive 5% of awards		—		—
All employees, excluding executive officers, as a group		4,878,942		3,467,423

Tax Aspects Under the Code

The following is a summary of the principal federal income tax consequences of certain transactions under the Amended Plan. It does not describe all federal tax consequences under the Amended Plan, nor does it describe state or local tax consequences.

Incentive Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) the Company will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares of common stock acquired upon the exercise of an incentive option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the option price thereof, and (ii) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive option is paid by tendering shares of common stock.

If an incentive option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Non-Qualified Options. No income is realized by the optionee at the time a non-qualified option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of common stock on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

Other Awards. The Company generally will be entitled to a tax deduction in connection with other awards under the Amended Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for a further deferral.

Parachute Payments. The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to the Company, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Limitation on Deductions. Under Section 162(m) of the Code, the Company’s deduction for awards under the Amended Plan may be limited to the extent that any “covered employee” (as defined in Section 162(m) of the Code) receives compensation in excess of $1 million a year.

Interests of Certain Persons in this Proposal

Our executive officers and members of our Board of Directors have an interest in this proposal by virtue of their being eligible to receive equity awards under the Amended Plan.

It is not possible to determine the benefits that will be received by participants in the Amended Plan, including our named executive officers and our non-employee directors, in the future because all grants are made in the discretion of our Board of Directors or our Compensation Committee. Neither our Board of Directors nor our Compensation Committee has approved any awards that are conditioned upon stockholder approval of the Amended Plan.

Other than as described herein, we do not believe that our executive officers or directors have substantial interests in this proposal that are different from or greater than those of any other of our stockholders.

Equity Compensation Plan Information

The following table provides information as of December 31, 2025 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) (a)			Weighted-average exercise price of outstanding options, warrants and rights ($) (b)			Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (#) (c)
Equity compensation plans approved by security holders(1)		9,158,359	(2)		7.93	(2)		11,149,306	(3)
Equity compensation plans not approved by security holders		—			—			—
Total		9,158,359			7.93			11,149,306

(1)

Includes the following plans: our Amended and Restated 2009 Stock Option and Restricted Stock Plan, or the 2009 Plan, our 2018 Equity Incentive Plan, or the 2018 Plan, the 2021 Plan, and our 2021 Employee Stock Purchase Plan, or the 2021 ESPP.

(2)

Consists of 6,467,582 shares issuable upon the exercise of outstanding options under the 2009 Plan, the 2018 Plan, and the 2021 Plan and 2,690,777 shares issuable upon the vesting of outstanding restricted stock units. This does not include purchase rights under the 2021 ESPP because the purchase right (and therefore the number of shares to be purchased) will not be determined until the end of the current purchase period. Since restricted stock units do not have any exercise price, such units are not included in the weighted average exercise price calculation.

(3)

As of December 31, 2025, a total of 3,847,257 shares of our common stock have been reserved for issuance pursuant to the 2021 Plan, which number excludes the 3,179,388 shares that were added to the 2021 Plan as a result of the automatic annual increase on January 1, 2026. The 2021 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation Committee. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the 2021 Plan, the 2018 Plan and the 2009 Plan will be added back to the shares of common stock available for issuance under the 2021 Plan. Our Company no longer makes grants under the 2009 Plan and 2018 Plan. As of December 31, 2025, a total of 1,565,471 shares of our common stock have been reserved for issuance pursuant to the 2021 ESPP, which number excludes the 335,217 shares that were added to the plan as a result of the automatic annual increase on January 1, 2026. The 2021 ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by the lesser of (i) 335,217 shares of our common stock, (ii) 1% of the outstanding number of shares of our common stock on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the Compensation Committee. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

Vote Required and Board of Directors’ Recommendation

To approve Amendment No. 1 to the 2021 Stock Option and Incentive Plan, this Proposal No. 2 must receive “For” votes from a majority of the votes properly cast “For” and “Against” such matter. Abstentions and broker non-votes, if any, are not considered votes cast and, therefore, will have no effect on the vote on this Proposal No. 2.

The Board of Directors recommends voting “FOR” Proposal No. 2 to approve Amendment No. 1 to the Aura Biosciences, Inc. 2021 Stock Option and Incentive Plan.

NON-EMPLOYEE DIRECTOR COMPENSATION

The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during fiscal year 2025. Directors who also serve as employees received no additional compensation for their service as directors. During fiscal year 2025, Elisabet de los Pinos, Ph.D., our former Chief Executive Officer, was a member of our Board of Directors, as well as an employee, and received no additional compensation for her services as a director. See the section titled “2025 Summary Compensation Table” for more information about her compensation in fiscal year 2025.

2025 Director Compensation Table


NAME	FEES EARNED OR PAID IN CASH ($)		STOCK AWARDS ($) (1)(2)		OPTION AWARDS ($) (1)(2)		TOTAL ($)
Teresa Marie Bitetti	$	34,436	$	123,060	$	126,066	$	283,562
David Johnson	$	77,060	$	80,340	$	77,931	$	235,331
Giovanni Mariggi, Ph.D. (3)	$	—	$	—	$	—	$	—
Antony Mattessich	$	56,620	$	80,340	$	77,931	$	214,891
Sapna Srivastava, Ph.D.	$	55,000	$	80,340	$	77,931	$	213,271
Karan Takhar (4)	$	—	$	—	$	—	$	—

(1)

Amounts represent the aggregate grant date fair value of restricted stock unit and option awards granted to our directors during our fiscal year ended December 31, 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026. This amount does not correspond to the actual value that may be recognized by the director upon settlement or exercise of the applicable award or sale of the underlying shares of stock. Except as noted below, none of our directors held options to purchase our common stock or any other stock awards as of December 31, 2025.

(2)

The table below reflects the aggregate number of outstanding stock options and unvested restricted stock units held by our non-employee directors as of December 31, 2025:


NAME	AGGREGATE NUMBER OF UNVESTED RESTRICTED STOCK UNITS HELD AS OF DECEMBER 31, 2025 (#)		AGGREGATE NUMBER OF SHARES SUBJECT TO STOCK OPTIONS HELD AS OF DECEMBER 31, 2025 (#)
Teresa Marie Bitetti		21,000		29,000
David Johnson		13,000		408,667
Giovanni Mariggi, Ph.D.		—		—
Antony Mattessich		13,000		133,149
Sapna Srivastava, Ph.D.		13,000		133,149
Karan Takhar		—		—

(3)

Dr. Mariggi has waived all cash and equity compensation for which he would otherwise be eligible as a non-employee director.

(4)

Mr. Takhar has waived all cash and equity compensation that he would otherwise be eligible to receive for his service as a non-employee director. Mr. Takhar ceased to serve as a director upon the expiration of his term on June 11, 2026, the date of the Company’s 2026 Annual Meeting of Stockholders.

Amended and Restated Non-Employee Director Compensation Policy

Our non-employee directors are compensated pursuant to a formal policy pursuant to which we pay our non-employee directors a cash retainer for service on our Board of Directors and for service on each committee on which the director is a member. The Chair of each committee receives a higher retainer for such service. In June 2025, the Board of Directors, based in part on the recommendation of the Compensation Committee, approved an amendment and restatement of the non-employee director compensation policy to make certain adjustments to committee chair and member fees and the initial and annual equity awards granted to non-employee directors.

The fees paid to non-employee directors for service on our Board of Directors during 2025 and for service on each committee of our Board of Directors of which the director was a member were as follows:


Board of Directors:
Members	$		40,000
Annual retainer for non-executive chair	$		30,000
Audit Committee:
Members (other than chair)	$		7,500
Retainer for chair	$		15,000
Compensation Committee:
Members (other than chair)	$	6,000*
Retainer for chair	$	12,000*
Nominating and Corporate Governance Committee:
Members (other than chair)	$	5,000*
Retainer for chair	$	10,000*

* Prior to June 17, 2025, the annual retainers for members of the Compensation Committee was $5,000 per year ($10,000 for the chair), and the annual retainers for members of the Nominating and Corporate Governance Committee was $4,000 per year ($8,000 for the chair).

In addition, for 2025, the amended and restated non-employee director compensation policy provided that, upon initial election to our Board of Directors, each non-employee director will receive an initial, one-time stock option award to purchase 34,000 shares (increased from 29,000 shares on June 17, 2025) of our common stock, or the Initial Option Award, and an initial, one-time restricted stock unit award covering 26,000 shares (increased from 21,000 shares on June 17, 2025) of our common stock, or the Initial RSU Award, and together with the Initial Option Award, the Initial Award. The Initial Award will vest in three equal annual installments, and is generally subject to the non-employee director’s continued service through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting (other than a non-employee director who received the Initial Award) will be granted an annual stock option award to purchase 17,000 shares (increased from 14,500 shares on June 17, 2025) of our common stock, or the Annual Option Award, and an annual restricted stock unit award covering 13,000 shares (increased from 10,500 shares on June 17, 2025) of our common stock, or the Annual RSU Award, and together with the Annual Option Award, the Annual Award. The Annual Award will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, and is generally subject to the non-employee director’s continued service through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of our Company.

We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board of Directors or any committee thereof.

EXECUTIVE COMPENSATION

Our named executive officers for the year ended December 31, 2025 are:

•

Elisabet de los Pinos, Ph.D., our former Chief Executive Officer and President;

•

Anthony Gibney, our Chief Financial and Business Officer; and

•

J. Jill Hopkins, M.D., our Chief Medical Officer and President of Research and Development.

2025 Summary Compensation Table

The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.


	Year	Salary ($)			Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Elisabet de los Pinos, Ph.D. (4) Former President, Chief Executive Officer and Director	2025		645,483			—		1,492,378		1,513,293		284,013		21,000		3,956,167
	2024		620,657			—		1,266,005		1,390,125		307,225		20,327		3,604,339
Anthony Gibney Chief Financial and Business Officer	2025		345,909	(5)		—		1,006,915		1,209,402		189,000		—		2,751,226
J. Jill Hopkins, M.D. Chief Medical Officer and President of Research and Development	2025		551,250			—		926,477		469,738		220,500		21,000		2,188,965
	2024		525,000			—		221,562		243,264		236,250		—		1,226,076

(1)

Amounts represent the aggregate grant date fair value of the restricted stock unit and option awards granted to our named executive officers during the fiscal year ended December 31, 2025, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 9 to our consolidated financial statements included in our Annual Report for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026. This amount does not correspond to the actual value that may be recognized by the named executive officer upon settlement or exercise of the applicable award or sale of the underlying shares of stock.

Amounts for Mr. Gibney represent initial equity grants he received in connection with his joining the Company as Chief Financial and Business Officer on May 13, 2025, as well as equity grants he received in connection with advising the Company as a senior finance and strategy advisor from March 2025 to May 2025.

(2)

Amounts represent the annual bonuses paid with respect to achievement of our Company performance objectives for 2025 and 2024.

(3)

The amounts reported represent matching contributions made by us under our 401(k) plan.

(4)

Dr. Elisabet de los Pinos resigned as our Chief Executive Officer and President effective as of April 30, 2026.

(5)

2025 salary includes amounts Mr. Gibney received as our Chief Financial and Business Officer as well as amounts received in connection with advising the Company as a senior finance and strategy advisor.

Narrative to 2025 Summary Compensation Table

Our Board of Directors and Compensation Committee review compensation annually for our executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our Company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, bonus or long-term incentives.

Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies. In fiscal year 2025, the Compensation Committee continued to retain Pay Governance to provide it with market information, analysis and other advice relating to executive compensation on an ongoing basis. The Compensation Committee engaged Pay Governance to, among other things, assist in developing a group of peer companies to help us benchmark overall compensation for our executive officers, as well as to assess each separate element of compensation. The goal was to ensure that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and aligned with our business and executive talent requirements. We do not believe the retention of, and the work performed by, Pay Governance creates any conflict of interest because Pay Governance performs no other work for our Company besides advising the Compensation Committee.

Our Compensation Committee is responsible for determining the compensation for all executive officers. Based on its discretion, taking into account the factors noted above, the Compensation Committee sets the compensation for each executive officer, including for the Chief Executive Officer, without the Chief Executive Officer present.

Base Salaries

Our named executive officers each receive a base salary to compensate them for services rendered to our Company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries are reviewed annually, typically in connection with our annual performance review process, approved by our Board of Directors or Compensation Committee, and may be adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

For fiscal year 2025, the annual base salary for each of Dr. de los Pinos, Dr. Hopkins, and Mr. Gibney were $645,483, $551,250, and $525,000, respectively. For the portion of 2025 that Mr. Gibney served as a senior finance and strategy advisor prior to becoming our Chief Financial and Business Officer, Mr. Gibney received cash compensation of $5,000 per month.

Bonuses

We pay cash bonuses to reward our executives for their performance over the fiscal year, based on the achievement of certain corporate performance goals and, if applicable, individual performance goals. We believe such bonuses properly incentivize our named executive officers and allow us to remain competitive within the marketplace. The target annual bonuses for Dr. de los Pinos, Dr. Hopkins, and Mr. Gibney for the fiscal year ended December 31, 2025 were 55%, 50%, and 45% of annual base salary, respectively. Based on our achievement of the applicable performance goals for 2025, the Compensation Committee determined that we had achieved 80% of our corporate goals. The annual bonus for each of our named executive officers was determined based solely on the achievement of our corporate goals. Each named executive earned the annual bonus amount set forth in the 2025 Summary Compensation Table above.

Equity Compensation

We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants promote executive retention because they incentivize our executive officers to remain in our employment during the vesting period. Accordingly, our Board of Directors or our Compensation Committee periodically reviews the equity incentive compensation of our named executive officers and may grant equity incentive awards to them from time to time. During fiscal year 2025, we granted both options and restricted stock units to our named executive officers. For the portion of 2025 that Mr. Gibney served as a senior finance and strategy advisor prior to becoming our Chief Financial and Business Officer, Mr. Gibney received a grant of 5,000 stock options and 11,500 restricted stock units.

Perquisites

We generally do not provide perquisites to our executives, other than matching contributions to our 401(k) plan and certain other de minimis perquisites to our executive officers, including our named executive officers.

Aura Biosciences, Inc. 401(k) Plan

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. Our 401(k) plan is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code of 1986, as amended, or the Code, and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Executive Employment Arrangements

Elisabet de los Pinos, Ph.D.

We entered into an employment agreement with Dr. de los Pinos, who served as our Chief Executive Officer until April 30, 2026, in January 2015, which we amended in October 2017, or as amended, the de los Pinos Employment Agreement. The de los Pinos Employment Agreement provided for Dr. de los Pinos’s at-will employment, base salary and annual target bonus. Dr. de los Pinos was also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans. The de los Pinos Employment Agreement contains non-competition and non-solicitation provisions that apply for one year following the end of her employment with us. The severance benefits under the de los Pinos Employment Agreement were superseded and replaced by the severance payments and benefits under the Company’s Executive Severance Plan, which is described below under the section “— Executive Severance Plan”.

J. Jill Hopkins, M.D.

We entered into an employment offer letter with Dr. Hopkins, who serves as our Chief Medical Officer and President of Research & Development, effective as of October 16, 2023, or the Hopkins Offer Letter. Pursuant to the Hopkins Offer Letter, Dr. Hopkins is paid an annual base salary and following the end of each calendar year, Dr. Hopkins is eligible to receive a discretionary annual performance bonus based upon our Board’s assessment of our achievement of company performance goals and Dr. Hopkins’ continued employment with the Company.

The severance benefits under the Hopkins Offer Letter are superseded and replaced by the severance payments and benefits under the Company’s Executive Severance Plan, which is described below under the section “— Executive Severance Plan”.

Dr. Hopkins has also entered into a Confidential Information, Non-Solicitation, and Invention Assignment Agreement with us that contains a non-solicitation provision that applies during and for one year following her employment with us and a non-disclosure provision that applies during and following her employment with us.

Anthony Gibney

We entered into an amended and restated employment offer letter with Mr. Gibney, who serves as our Chief Financial and Business Officer, effective as of May 13, 2025, or the Gibney Offer Letter. Pursuant to the Gibney Offer Letter, Mr. Gibney is paid an annual base salary and following the end of each calendar year, Mr. Gibney is eligible to receive a discretionary annual performance bonus based upon our Board’s assessment of our achievement of company performance goals and Mr. Gibney’s continued employment with the Company.

Mr. Gibney is also a participant in the Company’s Executive Severance Plan, which is described below under the section “— Executive Severance Plan”.

Mr. Gibney has also entered into a Confidential Information, Non-Solicitation, and Invention Assignment Agreement with us that contains a non-solicitation provision that applies during and for one year following his employment with us and a non-disclosure provision that applies during and following his employment with us.

Executive Severance Plan

The Compensation Committee has adopted an Executive Severance Plan, or the Severance Plan, for participating executives, including our named executive officers. The Severance Plan provides for severance payments and benefits to covered executives in the event that we terminate the employment of a covered executive without Cause (as defined in the Severance Plan) or if a covered executive resigns with Good Reason (as defined in the Severance Plan). Each such termination or resignation is a “Qualifying Termination”. Upon acceptance of participation in the Severance Plan, the severance payments and benefits under the Severance Plan supersede and replace any severance benefits under any individual employment agreement or offer letter previously entered into between us and a covered executive, including each of our named executive officers.

Under the terms of the Severance Plan, upon a Qualifying Termination outside of the Change of Control Period (defined as the period beginning three months prior and ending 12 months following a Change of Control (as defined in the Severance Plan)), a covered executive will be entitled to receive severance pay in the form of: (i) continuation of the covered executive’s Base Salary (as defined in the Severance Plan) for nine months (12 months in the case of Dr. de los Pinos), and (ii) payment to the group health plan provider or the Consolidated Omnibus Budget Reconciliation Act, or COBRA, provider of the employer cost of the COBRA premiums at the time of the Qualifying Termination applicable to the covered executive and his or her eligible dependents for a period of up to nine months (up to 12 months in the case of Dr. de los Pinos).

Upon a Qualifying Termination within the Change in Control Period, a covered executive will be entitled to receive severance pay in the form of: (i) a lump sum cash payment equivalent to 12 months (18 months in the case of Dr. de los Pinos) of the covered executive’s Base Salary, (ii) a lump sum cash payment equivalent to one times (one and one-half times in the case of Dr. de los Pinos) the covered executive’s Target Bonus (as defined in the Severance Plan) plus the covered executive’s Target Bonus pro-rated for the number of days of service during the year in which the Qualifying Termination occurs, (iii) payment to the group health plan provider or the COBRA provider of the employer cost of the COBRA premiums at the time of the Qualifying Termination applicable to the covered executive and his or her eligible dependents for a period of up to 12 months (18 months in the case of Dr. de los Pinos), and (iv) to cause equity awards with time-based vesting held by the covered executive to immediately become fully vested, exercisable or nonforfeitable. For equity awards held by a covered executive as of November 10, 2024, the effective date of the Severance Plan, such awards shall immediately become fully vested, exercisable or nonforfeitable upon a Change of Control.

As described more fully in the Severance Plan, in order to receive the foregoing benefits, a covered executive must execute a separation agreement and general release of claims in our favor and affirm his or her continuing obligations towards the Company, including his or her ongoing restrictive covenants.

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

Compensation Recovery Policy

In accordance with the requirements of the SEC and Nasdaq listing rules, the Compensation Committee has adopted a compensation recovery policy, or clawback policy, that provides that in the event we are required to prepare a restatement of financial statements due to material noncompliance with any financial reporting requirement under securities laws, we must (subject to certain limited exceptions described in the clawback policy and permitted under the SEC and Nasdaq listing rules) recover any incentive-based compensation that was based upon the attainment of a financial reporting measure and that was received by any current or former executive officer during the three-year period preceding the date that the restatement was required if such compensation exceeds the amount that the executive officer would have received based on the restated financial statements.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2025, Teresa Marie Bitetti, David Johnson, Giovanni Mariggi, and Karan Takhar served as members of our Compensation Committee for some or all of such period. None of the members of our Compensation Committee is, or has at any time during the prior three years been, one of our officers or employees. None of our executive officers currently serve, or have in the past fiscal year served, as a member of the Board of Directors or Compensation Committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors or our Compensation Committee.

Outstanding Equity Awards at Fiscal 2025 Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025:


	OPTION AWARDS (1)											STOCK AWARDS
NAME		Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
Elisabet de los Pinos, Ph.D.		2/3/2025		—		—			—		—		194,320	(3)		1,059,044
		2/3/2025		—		255,680	(4)		7.68	2/3/2035			—			—
		2/1/2024		—		—			—		—		122,201	(5)		665,995
		2/1/2024		108,655		128,410	(6)		7.77	2/1/2034			—			—
		1/19/2023		—		—			—		—		60,937	(7)		332,107
		1/19/2023		136,718		50,782	(8)		10.18	1/19/2033			—			—
		10/28/2021		318,750		—			14.00	10/28/2031

SEC Form PRE 14A filed by Aura Biosciences Inc.