Allurion insiders convert $5.0M notes into stock at $3.35

Rhea-AI Filing Summary

Allurion Technologies (ALUR): Affiliated funds managed by RTW Investments reported converting an aggregate $5.0 million principal amount of Allurion’s convertible senior secured notes into common stock at the floor conversion price of $3.35 per share on November 5, 2025. The filing identifies the reporting persons as a Director and 10% owner and indicates the form is filed by more than one reporting person.

The conversion resulted in share issuances to multiple RTW-managed entities, including 822,722 shares to RTW Master Fund and 631,954 shares to RTW Innovation. The notes bear 6.0% annual interest and mature on April 16, 2031. Remaining notes are convertible at $40.50 per share and may also be converted at additional prices at the issuer’s discretion. A 9.99% beneficial ownership limitation applies, unless a discretionary conversion is used.

Insights

Capital markets analyst

Debt converted to equity: $5.0M notes at $3.35 per share.

RTW-managed funds converted an aggregate $5.0 million of Allurion’s convertible senior secured notes at a floor price of $3.35 per share, resulting in common stock issuance to multiple RTW entities. This is a non-cash event that shifts obligations from debt to equity.

The remaining notes are convertible at $40.50 per share, with additional conversion prices at the issuer’s discretion. The notes pay 6.0% annual interest and mature on April 16, 2031. A 9.99% beneficial ownership cap limits conversions unless conducted via a discretionary conversion.

Holders’ future conversion choices and any issuer-discretion conversions will determine additional equity issuance; specifics would come through subsequent disclosures.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

40 10TH AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLURION TECHNOLOGIES, INC. [ ALUR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value per share	11/05/2025		C		822,722	A	$3.35	2,147,254	I	See footnotes(1)(2)
Common Stock, $0.0001 par value per share	11/05/2025		C		631,954	A	$3.35	1,659,241	I	See footnotes(1)(3)
Common Stock, $0.0001 par value per share	11/05/2025		C		37,863	A	$3.35	202,096	I	See footnotes(1)(4)
Common Stock, $0.0001 par value per share								26,551	I	See footnotes(1)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	$3.35	11/05/2025		A		$2,756,117		(5)(6)	04/16/2031	Common Stock	822,722	$2,756,117	$2,756,117	I	See Footnotes(1)(2)
Convertible Note	$3.35	11/05/2025		C			$2,756,117	(5)(6)	04/16/2031	Common Stock	822,722	$2,756,117	$0	I	See Footnotes(1)(2)
Convertible Note	$3.35	11/05/2025		A		$2,117,044		(5)(6)	04/16/2031	Common Stock	631,954	$2,117,044	$2,117,044	I	See footnotes(1)(3)
Convertible Note	$3.35	11/05/2025		C			$2,117,044	(5)(6)	04/16/2031	Common Stock	631,954	$2,117,044	0	I	See footnotes(1)(3)
Convertible Note	$3.35	11/05/2025		A		$126,839		(5)(6)	04/16/2031	Common Stock	37,863	$126,839	$126,839	I	See footnotes(1)(4)
Convertible Note	$3.35	11/05/2025		C			$126,839	(5)(6)	04/16/2031	Common Stock	37,863	$126,839	$0	I	See footnotes(1)(4)

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

40 10TH AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WONG RODERICK

(Last) (First) (Middle)

40 10TH AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RTW MASTER FUND, LTD.

(Last) (First) (Middle)

40 10TH AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RTW Innovation Master Fund Ltd.

(Last) (First) (Middle)

40 10TH AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. Held directly by Master Fund.

3. Held directly by RTW Innovation.

4. Held by an Other RTW Fund.

5. 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").

6. 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.

	/s/ Roderick Wong, M.D. - For RTW Investments, L.P., By: Roderick Wong, M.D., Managing Partner	11/07/2025
	/s/ Roderick Wong, M.D.	11/07/2025
	/s/ Darshan Patel - For RTW Master Fund, Ltd., By Darshan Patel, Director	11/07/2025
	/s/ Darshan Patel - For RTW Innovation Master Fund, Ltd., By Darshan Patel, Director	11/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did RTW convert in Allurion Technologies (ALUR)?

RTW-managed funds converted an aggregate $5.0 million principal amount of convertible senior secured notes into common stock at $3.35 per share.

How many ALUR shares were issued to specific RTW entities?

Examples include 822,722 shares to RTW Master Fund and 631,954 shares to RTW Innovation.

What are the remaining conversion terms on ALUR’s notes?

Remaining notes are convertible at $40.50 per share and may be converted at additional prices at the issuer’s discretion.

What is the interest rate and maturity of ALUR’s notes?

The notes bear 6.0% annual interest (cash or PIK for the first three years) and mature on April 16, 2031.

Is there a conversion ownership cap for RTW in ALUR?

Yes. Conversions are limited by a 9.99% beneficial ownership cap unless done via a discretionary conversion.

What roles do the reporting persons have at ALUR?

The filing lists the reporting persons as a Director and 10% Owner.