Alaunos: Fairmount holds Series B tied to 105M shares

Preferred-stock conversion depends on stockholder approval and an increase in authorized common shares, and is subject to a 19.99% ownership limitation.

Rhea-AI Filing Summary

Alaunos Therapeutics, Inc. (TCRT) reports indirect holdings by Fairmount Healthcare Fund II L.P.: Series B preferred stock with 105,286,000 underlying common shares and Series C preferred stock with 52,239,000 underlying common shares. Fairmount Healthcare Co-Invest VII L.P. reported Series C preferred stock with 16,725,000 underlying common shares and 687,789 common shares on October 13, 2026.

After stockholder approval and an increase in authorized common shares, each preferred share converts into 1,000 common shares; Series B conversion is at the holder’s option and Series C conversion is automatic. Conversion is barred to the extent it would cause Fairmount and its affiliates to beneficially own more than 19.99% of common shares outstanding immediately afterward.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Fairmount Healthcare Co-Invest VII L.P., Kiselak Tomas, Harwin Peter Evan

Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
holding	Series B Preferred Stock F2, F1	--	--	--
holding	Series C Preferred Stock F3, F1	--	--	--
holding	Series C Preferred Stock F3, F1	--	--	--
holding	Common Stock F1	--	--	--

Holdings After Transaction: Series B Preferred Stock — 105,286,000 contracts (Indirect, By Fairmount Healthcare Fund II L.P.); Series C Preferred Stock — 52,239,000 contracts (Indirect, By Fairmount Healthcare Fund II L.P.); Series C Preferred Stock — 16,725,000 contracts (Indirect, By Fairmount Healthcare Co-Invest VII L.P.); Common Stock — 687,789 shares (Indirect, By Fairmount Healthcare Co-Invest VII L.P.)

Footnotes (3)

1. F1. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest VII L.P. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
2. F2. Following stockholder approval of the conversion of Series B Preferred Stock into shares of Common Stock and an increase in the number of authorized shares of Common Stock, each share of Series B Preferred Stock will be convertible, at the option of the holder, into 1,000 shares of Common Stock, subject to certain limitations. The Series B Preferred Stock has no expiration date. Fairmount may not convert such shares if Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.
3. F3. Following stockholder approval of the conversion of Series C Preferred Stock into shares of Common Stock and an increase in the number of authorized shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations. The Series C Preferred Stock has no expiration date. Such shares will not convert to the extent that Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

Key Figures

Common shares underlying Series B preferred stock: 105,286,000 shares Common shares underlying Series C preferred stock: 52,239,000 shares Common shares underlying Series C preferred stock: 16,725,000 shares +3 more

6 metrics

Common shares underlying Series B preferred stock 105,286,000 shares Indirect holding by Fairmount Healthcare Fund II L.P., October 13, 2026

Common shares underlying Series C preferred stock 52,239,000 shares Indirect holding by Fairmount Healthcare Fund II L.P., October 13, 2026

Common shares underlying Series C preferred stock 16,725,000 shares Indirect holding by Fairmount Healthcare Co-Invest VII L.P., October 13, 2026

Common Stock 687,789 shares Indirect holding by Fairmount Healthcare Co-Invest VII L.P., October 13, 2026

Common shares per preferred share upon conversion 1,000 common shares Series B and Series C conversion terms, following required approvals

Beneficial ownership limitation 19.99% Conversion limitation for Fairmount and its affiliates

Key Terms

director by deputization, beneficial ownership, pecuniary interest

3 terms

director by deputization regulatory

"may each be deemed a director by deputization of the Issuer"

beneficial ownership financial

"disclaim beneficial ownership of any of the reported securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of their pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What TCRT shares did the Fairmount funds report?

Fairmount Healthcare Fund II L.P. reported indirect holdings representing 105,286,000 common shares underlying Series B preferred stock and 52,239,000 underlying Series C. Fairmount Healthcare Co-Invest VII L.P. reported 16,725,000 underlying common shares from Series C preferred stock and 687,789 common shares on October 13, 2026.

How do Alaunos TCRT’s Series B and Series C preferred shares convert?

After stockholder approval of the conversions and an increase in authorized common shares, each preferred share converts into 1,000 common shares. Series B conversion is at the holder’s option, while Series C converts automatically. Conversion is barred to the extent Fairmount and its affiliates would beneficially own more than 19.99% of common shares outstanding immediately afterward.

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

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Available on EDGAR 10/15/2026 - 04:06 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:05 PM EDT Learn about SEC filing dates

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2026

3. Issuer Name and Ticker or Trading Symbol
Alaunos Therapeutics, Inc. [ TCRT ]

3a. Foreign Trading Symbol

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	687,789	I	By Fairmount Healthcare Co-Invest VII L.P.(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(2)	(2)	Common Stock	105,286,000	(2)	I	By Fairmount Healthcare Fund II L.P.(1)
Series C Preferred Stock	(3)	(3)	Common Stock	52,239,000	(3)	I	By Fairmount Healthcare Fund II L.P.(1)
Series C Preferred Stock	(3)	(3)	Common Stock	16,725,000	(3)	I	By Fairmount Healthcare Co-Invest VII L.P.(1)

1. Name and Address of Reporting Person^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

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^*

Fairmount Healthcare Fund II L.P.

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

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^*

Fairmount Healthcare Co-Invest VII L.P.

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

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^*

Kiselak Tomas

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Harwin Peter Evan

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest VII L.P. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

2. Following stockholder approval of the conversion of Series B Preferred Stock into shares of Common Stock and an increase in the number of authorized shares of Common Stock, each share of Series B Preferred Stock will be convertible, at the option of the holder, into 1,000 shares of Common Stock, subject to certain limitations. The Series B Preferred Stock has no expiration date. Fairmount may not convert such shares if Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

3. Following stockholder approval of the conversion of Series C Preferred Stock into shares of Common Stock and an increase in the number of authorized shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations. The Series C Preferred Stock has no expiration date. Such shares will not convert to the extent that Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

Remarks:

Exhibit 24 - Power of Attorney ---- Fairmount, Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest VII L.P. may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount.

	/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC	10/15/2026
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P.	10/15/2026
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest VII L.P.	10/15/2026
	/s/ Tomas Kiselak	10/15/2026
	/s/ Peter Harwin	10/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)