Soleno Therapeutics insider continues selling, files Form 144 for 266 shares

Rhea-AI Filing Summary

Soleno Therapeutics, Inc. (NASDAQ: SLNO) – Form 144 insider selling notice

The filing discloses that an affiliate—identified in the past-three-month sales table as Patricia Hirano—plans to sell 266 common shares through Morgan Stanley Smith Barney on or about 24 June 2025. At the reference price used in the form, the transaction is valued at $22,410.50. The shares were obtained the same day via a stock-option exercise; therefore no new shares will be issued and the sale represents just 0.0005 % of the 50.39 million shares outstanding.

The more material information is the history of insider sales included in the filing. In the preceding three months Ms. Hirano executed 14 separate sales totaling ≈160,097 shares for ≈$11 million in gross proceeds. The proposed 266-share sale appears to be a continuation of that pattern. No reference is made to a pre-arranged Rule 10b5-1 trading plan, although the form provides the option to disclose such a plan.

Investor takeaways:

• The imminent sale is immaterial in isolation, but the cumulative selling pace may raise questions about insider sentiment.
• No new dilution: the transaction merely transfers already-issued shares from an insider to the public market.
• No operational, earnings or strategic information is provided; the filing is limited to insider-trading disclosure.

Positive

• None.

Negative

• Consistent insider selling: Approximately 160,097 shares (~$11 M) sold by the same insider over the last three months, potentially signaling reduced insider confidence.
• No 10b5-1 plan disclosed: Absence of an identified trading plan may heighten perception of discretionary insider sales.

Insights

Securities Analyst

TL;DR – Small sale, but adds to ~160k shares (~$11 M) off-loaded by the same insider recently; mildly bearish signal.

The 266-share sale is de minimis, yet Form 144 reveals Ms. Hirano has sold roughly 160 k shares (~0.3 % of float) in the last quarter. Consistent, sizeable disposals by a senior insider often precede or accompany profit-taking after share-price strength and can pressure valuation multiples if investors interpret them as waning confidence. Because no earnings or operational data accompany the notice, the market impact will hinge on how investors weigh insider behavior versus underlying fundamentals. Overall, I view the pattern as a modest negative for sentiment, though not thesis-changing given the small absolute stake versus total shares outstanding.

Corporate Governance Expert

TL;DR – Routine Rule 144 filing; absence of 10b5-1 plan disclosure may draw scrutiny.

Form 144 serves as a transparency mechanism, and this submission meets regulatory requirements. However, with multiple sizable disposals in a compressed timeframe, best-practice governance would normally see a disclosed 10b5-1 plan to mitigate perceived informational asymmetry. The lack of explicit plan dates could be benign oversight, but investors may seek clarification. From a controls standpoint, the company has fulfilled its obligation; impact on governance risk profile is neutral.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	266	22410.50	50393931	06/24/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/24/2025	Stock Option Exercise	ISSUER			266	06/24/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	04/01/2025	3782	265156.02
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/28/2025	24971	1721578.15
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/28/2025	2691	198057.60
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/27/2025	17529	1198301.72
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/27/2025	1110	77700.00
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/27/2025	10241	691267.50
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/27/2025	4343	304010.00
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/27/2025	6202	418635.00
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/27/2025	17593	1235908.25
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/27/2025	8333	561727.53
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/27/2025	46214	3068147.46
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/27/2025	1942	140795.00
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/27/2025	13203	957217.50
PATRICIA HIRANO 100 Marine Parkway Suite 400 Redwood City CA 94065	Common	03/27/2025	1943	136010.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Soleno Therapeutics (SLNO) shares are being sold under this Form 144?

266 common shares are slated for sale, valued at approximately $22,410.50.

Who is the insider selling Soleno Therapeutics shares?

The accompanying sales history lists Patricia Hirano as the selling stockholder.

What portion of SLNO’s outstanding shares does the 266-share sale represent?

Roughly 0.0005 % of the 50.39 million shares outstanding—immaterial in isolation.

How many Soleno Therapeutics shares has the insider sold in the last three months?

Including prior transactions, the insider has sold ≈160,097 shares for ≈$11 million in gross proceeds.

Will this Form 144 sale dilute existing shareholders?

No. The shares were previously issued; the filing reflects a secondary sale by an insider, so there is no dilution.

When is the planned sale date for the 266 shares?

The approximate sale date provided is 24 June 2025.