RTW INVESTMENTS, LP 4

What Happened
RTW Investments, LP (reporting as a 10% holder) converted a total of 392,766 shares of Allurion Technologies (ALUR) common stock into pre‑funded warrants on July 21, 2026. The exchange involved four fund-level holdings: 209,254; 161,807; 19,934; and 1,771 shares. Each block of common stock was exchanged for a pre‑funded warrant exercisable for the same number of shares for $0.0001 per share; the transactions were exchange transactions for no additional consideration (i.e., no cash paid or received).

Key Details

• Transaction date: July 21, 2026. Report filed July 23, 2026 (no late filing indicated).
• Total shares exchanged: 392,766 (sum of 209,254 + 161,807 + 19,934 + 1,771).
• Instrument received: Pre‑Funded Warrants exercisable for the same share amounts; exercise price $0.0001 per share; warrants have no expiration and are exercisable immediately.
• Exercise limitation: Warrants cannot be exercised to the extent doing so would raise the holder’s beneficial ownership (with Attribution Parties) above 9.99% of outstanding common stock.
• Consideration: No additional cash consideration; Form 4 reports the transactions as code J (other acquisition/disposition) and shows both disposition of shares and acquisition of derivative warrants.
• Shares owned after transaction: The filing does not state a single aggregated post‑transaction share total for RTW Investments; the underlying funds hold the pre‑funded warrants directly per footnotes.
• Reverse split note: Counts reflect a 1‑for‑15 reverse stock split effective June 18, 2026.

Context

• These are institutional fund-level exchanges (Master Fund, RTW Innovation, RTW Biotech, and another RTW fund) managed by RTW Investments/Adviser; Roderick Wong, M.D. is the Adviser’s Managing Partner and CIO. This is not an insider executive selling or buying for personal reasons.
• A pre‑funded warrant is effectively a derivative that can be exercised into common shares (here at a nominal price); converting common shares to such warrants is typically a structural/legal/ownership move rather than a simple buy/sell trade and does not by itself indicate bullish or bearish intent.