Matrix Capital exits Aura Biosciences (AURA) after 6.9M-share, $5.64 repurchase

Rhea-AI Filing Summary

Aura Biosciences, Inc. disclosed that Matrix Capital Management and David E. Goel have filed an Amendment No. 4 to their Schedule 13D, reporting that they no longer beneficially own any shares of Aura’s common stock and now hold 0% of the class.

The change follows a share repurchase in which the Matrix Fund agreed on April 30, 2026 to sell, and Aura agreed to repurchase, 6,922,870 shares of common stock at $5.64 per share, contingent on a separate equity offering and other conditions. The repurchase closed on May 7, 2026, and this amendment is described as the final, “exit filing” for the reporting persons.

Insights

Equity ownership and corporate actions analyst

Large holder exits Aura after a negotiated share repurchase.

Matrix Capital and David E. Goel report beneficial ownership of 0 shares, or 0% of Aura Biosciences’ common stock, after the issuer repurchased 6,922,870 shares at $5.64 per share on May 7, 2026.

This transaction removes a concentrated shareholder position and reflects a direct buyback by the company from the Matrix Fund, contingent on a separate equity offering and other conditions. It is characterized as a final, “exit” amendment to their Schedule 13D.

Future company filings may provide detail on how this repurchase and the related equity offering affect Aura’s capital structure and remaining shareholder base, including any impact on share count and ownership concentration.

Key Figures

Repurchased shares: 6,922,870 shares Repurchase price: $5.64 per share Beneficial ownership after repurchase (Matrix Capital): 0 shares +4 more

7 metrics

Repurchased shares 6,922,870 shares Common stock repurchased from the Matrix Fund

Repurchase price $5.64 per share Price for issuer repurchase on April 30, 2026 agreement

Beneficial ownership after repurchase (Matrix Capital) 0 shares Aggregate amount beneficially owned by reporting person

Ownership percentage after repurchase (Matrix Capital) 0% Percent of class represented by owned shares

Beneficial ownership after repurchase (David E. Goel) 0 shares Aggregate amount beneficially owned by reporting person

Ownership percentage after repurchase (David E. Goel) 0% Percent of class represented by owned shares

Date repurchase closed May 7, 2026 Closing date of issuer share repurchase

Key Terms

Schedule 13D, beneficially owned, exit filing, repurchase, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 4 is the final amendment to the and constitutes an "exit filing" for the Reporting Persons."

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

beneficially owned financial

"See rows (11) and (13) of the cover pages to this for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

exit filing regulatory

"This Amendment No. 4 is the final amendment to the and constitutes an "exit filing" for the Reporting Persons."

repurchase financial

"the Matrix Fund agreed to sell and the Issuer agreed to repurchase 6,922,870 shares of Common Stock from the Matrix Fund at a price of $5.64 per share"

A repurchase is when a company buys back its own shares from the market, like a homeowner reclaiming part of a shared property to increase their own stake. It reduces the number of shares available to other investors, which can raise the portion of future profits for remaining shareholders and often signals that management believes the stock is undervalued; it also changes how the company uses cash and can affect share price and investor returns.

contingent financial

"at a price of $5.64 per share, contingent upon the closing of a separate equity offering by the Issuer and certain other conditions"

"Contingent" describes something that depends on certain conditions or events happening first. For investors, it often relates to situations where a particular outcome or benefit will only occur if specific circumstances are met, similar to a promise that only activates if certain conditions are fulfilled. This means the value or occurrence of the item is uncertain and relies on future developments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What does the latest Schedule 13D/A for Aura Biosciences (AURA) show about Matrix Capital’s ownership?

The amended Schedule 13D shows Matrix Capital and David E. Goel now beneficially own 0 shares of Aura Biosciences common stock, representing 0% of the class. This amendment is characterized as a final “exit filing” for these reporting persons.

How many Aura Biosciences (AURA) shares were repurchased from the Matrix Fund?

Aura Biosciences agreed to repurchase 6,922,870 shares of common stock from the Matrix Fund. This repurchase was part of a negotiated transaction that led Matrix Capital and David E. Goel to report zero beneficial ownership in the amended Schedule 13D.

What price did Aura Biosciences (AURA) pay in the share repurchase from the Matrix Fund?

Aura Biosciences agreed to pay $5.64 per share to repurchase 6,922,870 shares of common stock from the Matrix Fund. This price was set in an agreement dated April 30, 2026 and the repurchase closed on May 7, 2026.

When did the Aura Biosciences (AURA) share repurchase from the Matrix Fund close?

The repurchase of 6,922,870 Aura Biosciences common shares from the Matrix Fund closed on May 7, 2026. The agreement to execute this repurchase, at $5.64 per share, had been reached on April 30, 2026, subject to an equity offering and other conditions.

Why is this Aura Biosciences (AURA) Schedule 13D amendment called an exit filing?

It is called an exit filing because Matrix Capital and David E. Goel report beneficial ownership of 0 shares, or 0% of Aura’s common stock. With no remaining holdings, this Amendment No. 4 is identified as the final amendment to their Schedule 13D.

What conditions were tied to Aura Biosciences (AURA) repurchase of shares from the Matrix Fund?

The Matrix Fund’s sale and Aura’s repurchase of 6,922,870 shares at $5.64 per share were contingent on the closing of a separate equity offering by Aura and certain other conditions. The repurchase closed after those conditions were satisfied.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Aura Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

05153U107

(CUSIP Number)

Joseph Downing
Matrix Capital Management Company LP, 3 Pleasant Street, Suite 400
Portsmouth, NH, 03801
603-956-9145

Christopher Van Buren
Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas
New York, NY, 10019
(212) 373-3000

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

05/07/2026

(Date of Event Which Requires Filing of This Statement)

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

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

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 05153U107

1

Name of reporting person

Matrix Capital Management Company LP

2

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

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 05153U107

1

Name of reporting person

David E. Goel

2

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

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.00001 per share
(b)	Name of Issuer: Aura Biosciences, Inc.
(c)	Address of Issuer's Principal Executive Offices: 80 GUEST STREET, BOSTON, MASSACHUSETTS , 02135.
Item 1 Comment: The following constitutes Amendment No. 4 ("Amendment No. 4") to the Schedule 13D filed by the undersigned on November 4, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed by the undersigned with the Securities and Exchange Commission (the "SEC") on December 7, 2022 ("Amendment No. 1"), Amendment No. 2 filed by the undersigned with the SEC on November 9, 2023 ("Amendment No. 2"), and Amendment No. 3 filed by the undersigned with the Securities and Exchange Commission on May 19, 2025 ("Amendment No. 3" and the Original Schedule 13D as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, the "Schedule 13D"). This Amendment No. 4 amends and restates Item 5. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No. 4 is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	On April 30, 2026, the Matrix Fund agreed to sell and the Issuer agreed to repurchase 6,922,870 shares of Common Stock from the Matrix Fund at a price of $5.64 per share, contingent upon the closing of a separate equity offering by the Issuer and certain other conditions (the "Repurchase"). The Repurchase closed on May 7, 2026. Except for the Repurchase, no transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days.
(d)	Not applicable
(e)	May 7, 2026

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.

Matrix Capital Management Company LP

Signature:	/s/ David E. Goel
Name/Title:	David E. Goel, Managing General Partner
Date:	05/11/2026

David E. Goel

Signature:	/s/ David E. Goel
Name/Title:	David E. Goel, Individually
Date:	05/11/2026