Rtw Investments, Lp - Nov 5, 2025 Form 4 Insider Report for ALLURION TECHNOLOGIES, INC. (ALUR)

Signature
/s/ Roderick Wong, M.D. - For RTW Investments, L.P., By: Roderick Wong, M.D., Managing Partner
Stock symbol
ALUR
Transactions as of
Nov 5, 2025
Transactions value $
$5,000,006
Form type
4
Date filed
11/7/2025, 05:18 PM
Previous filing
Sep 23, 2025
Next filing
Nov 13, 2025

Reporting Owners (4)

Name Relationship Address Signature Signature date CIK
RTW INVESTMENTS, LP Director, 10%+ Owner 40 10TH AVENUE, 7TH FLOOR, NEW YORK /s/ Roderick Wong, M.D. - For RTW Investments, L.P., By: Roderick Wong, M.D., Managing Partner 2025-11-07 0001493215
WONG RODERICK Director, 10%+ Owner 40 10TH AVENUE, 7TH FLOOR, NEW YORK /s/ Roderick Wong, M.D. 2025-11-07 0001493280
RTW MASTER FUND, LTD. Director, 10%+ Owner 40 10TH AVENUE, 7TH FLOOR, NEW YORK /s/ Darshan Patel - For RTW Master Fund, Ltd., By Darshan Patel, Director 2025-11-07 0001493219
RTW Innovation Master Fund Ltd. Director, 10%+ Owner 40 10TH AVENUE, 7TH FLOOR, NEW YORK /s/ Darshan Patel - For RTW Innovation Master Fund, Ltd., By Darshan Patel, Director 2025-11-07 0001776733

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALUR Common Stock, $0.0001 par value per share Conversion of derivative security $2.76M +823K +62.11% $3.35 2.15M Nov 5, 2025 See footnotes F1, F2
transaction ALUR Common Stock, $0.0001 par value per share Conversion of derivative security $2.12M +632K +61.52% $3.35 1.66M Nov 5, 2025 See footnotes F1, F3
transaction ALUR Common Stock, $0.0001 par value per share Conversion of derivative security $127K +37.9K +23.05% $3.35 202K Nov 5, 2025 See footnotes F1, F4
holding ALUR Common Stock, $0.0001 par value per share 26.6K Nov 5, 2025 See footnotes F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ALUR Convertible Note Award $2.76M $2.76M Nov 5, 2025 Common Stock 823K $3.35 See Footnotes F1, F2, F5, F6
transaction ALUR Convertible Note Conversion of derivative security -$2.76M $0 Nov 5, 2025 Common Stock 823K $3.35 See Footnotes F1, F2, F5, F6
transaction ALUR Convertible Note Award $2.12M $2.12M Nov 5, 2025 Common Stock 632K $3.35 See footnotes F1, F3, F5, F6
transaction ALUR Convertible Note Conversion of derivative security -$2.12M 0 Nov 5, 2025 Common Stock 632K $3.35 See footnotes F1, F3, F5, F6
transaction ALUR Convertible Note Award $127K $127K Nov 5, 2025 Common Stock 37.9K $3.35 See footnotes F1, F4, F5, F6
transaction ALUR Convertible Note Conversion of derivative security -$127K $0 Nov 5, 2025 Common Stock 37.9K $3.35 See footnotes F1, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 RTW Investments, LP (the "Adviser") manages certain funds that directly hold the securities reported herein, including RTW Master Fund, Ltd. ("Master Fund"), RTW Innovation Master Fund, Ltd. ("RTW Innovation") and other funds or accounts managed by the Adviser (each, an "Other RTW Fund"). Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of the Adviser. Each Reporting Person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F2 Held directly by Master Fund.
F3 Held directly by RTW Innovation.
F4 Held by an Other RTW Fund.
F5 On November 5, 2025, pursuant to the terms of that certain Note Purchase Agreement dated April 14, 2024 as amended through April 15, 2025 (the "Amended Note Purchase Agreement"), the Reporting Persons delivered, and the Issuer accepted, conversion notices to convert $5.0 million aggregate principal amount of the convertible senior secured notes (the "Notes") held by the Reporting Persons at the floor conversion price of $3.35 per share. The remaining outstanding amount of the Notes remains convertible at a conversion price of $40.50 per share, as well as additional conversion prices in the discretion of the Issuer (the "Discretionary Conversions").
F6 The Notes bear interest at an annual rate of 6.0%, which is payable quarterly in cash, or, at the Issuer's option, in kind for the first three years. The reported amount of shares does not give effect to any increase in principal amount as a result of PIK interest payments. The maturity date of the Notes is April 16, 2031. Pursuant to the Amended Note Purchase Agreement, the RTW Funds may not convert the Notes to the extent that such conversion would result in the RTW Funds beneficially owning more than 9.99% of the Issuer's common stock after giving effect to such conversion, unless converted pursuant to a Discretionary Conversion.

Remarks:

Pursuant to the terms of the Amended Note Purchase Agreement, RTW Investments, LP has the right to designate two members of the Issuer's board of directors (the "Board"), and has designated Keith Johns and R. Jason Richey to the Board. Mr. Richey is a consultant of RTW Investments.