Soleno Therapeutics (SLNO) director equity canceled in $53-per-share merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Soleno Therapeutics director Andrew Sinclair reported the disposition of his equity in connection with Soleno’s merger with Neocrine Biosciences. On May 18, 2026, 10,491 shares of Common Stock and multiple stock options were canceled as they were transferred back to the issuer.
Under the merger agreement, each share of Common Stock and each vested and unvested RSU was converted into the right to receive $53.00 in cash per share. Each stock option was canceled for a cash payment equal to the $53.00 merger consideration minus its exercise price, multiplied by the number of option shares.
Following these transactions, Sinclair reported holding zero shares of Soleno Common Stock and no remaining stock options in this filing.
Positive
- None.
Negative
- None.
Insights
Director’s Soleno equity is cashed out via the $53-per-share merger.
The filing shows Andrew Sinclair, a director of Soleno Therapeutics, disposing of his Common Stock and stock options through issuer dispositions tied to the merger with Neocrine Biosciences. No open-market buying or selling occurred; all movements stem from the change of control.
Each share and RSU converts into $53.00 in cash, while each option is canceled for a cash amount equal to the merger price minus its exercise price, times the covered shares. The derivative summary is empty, indicating Sinclair reports no remaining options after these transactions.
This is a mechanical cleanup of equity positions at merger closing rather than a discretionary trade. The impact for investors lies in the already-disclosed cash merger terms of $53.00 per share, not in any change to Sinclair’s sentiment or ongoing ownership.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Sinclair Andrew
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to buy) | 1,333 | $0.00 | -- |
| Disposition | Stock Option (Right to buy) | 823 | $0.00 | -- |
| Disposition | Stock Option (Right to buy) | 635 | $0.00 | -- |
| Disposition | Stock Option (Right to buy) | 2,666 | $0.00 | -- |
| Disposition | Stock Option (Right to buy) | 2,124 | $0.00 | -- |
| Disposition | Stock Option (Right to buy) | 2,666 | $0.00 | -- |
| Disposition | Stock Option (Right to buy) | 2,666 | $0.00 | -- |
| Disposition | Stock Option (Right to buy) | 10,000 | $0.00 | -- |
| Disposition | Common Stock | 10,491 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- Certain of these shares are represented by previously reported restricted stock units ("RSUs"). Pursuant to the Agreement and Plan of Merger, dated as of April 5, 2026, by and among Soleno Therapeutics, Inc. (the "Company"), Neocrine Biosciences, Inc. ("Parent") and Sigma Merger Sub, Inc. ("Merger Sub"), on May 18, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, each issued and outstanding vested and unvested RSU was cancelled and converted into the right to receive an amount equal to $53.00 in cash (the "Merger Consideration"). In connection with the Merger, each issued and outstanding share of the Company's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration. At the effective time of the Merger, this option was cancelled in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of shares covered by the option as of immediately prior to such cancellation.
Key Figures
Merger consideration per share: $53.00 cash per share
Common shares disposed: 10,491 shares
Stock option at $5.25: 10,000 option shares at $5.25
+2 more
5 metrics
Merger consideration per share
$53.00 cash per share
Cash paid for each Common Share and RSU in merger
Common shares disposed
10,491 shares
Common Stock canceled and transferred to issuer on May 18, 2026
Stock option at $5.25
10,000 option shares at $5.25
Option canceled for cash based on $53.00 merger price
Post-transaction holdings
0 shares
Total Soleno Common Stock reported after merger-related dispositions
Option expiration range
2028-12-21 to 2033-05-26
Expiration dates of canceled stock options previously held
Key Terms
restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, Stock Option (Right to buy), +1 more
5 terms
restricted stock units ("RSUs") financial
"Certain of these shares are represented by previously reported restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of April 5, 2026, by and among Soleno Therapeutics, Inc., Neocrine Biosciences, Inc. and Sigma Merger Sub, Inc."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"was cancelled and converted into the right to receive an amount equal to $53.00 in cash (the "Merger Consideration")."
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Stock Option (Right to buy) financial
"Stock Option (Right to buy) with underlying Common Stock shares disposed to issuer."
wholly owned subsidiary financial
"the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent."
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
FAQ
What insider transactions did Soleno Therapeutics (SLNO) director Andrew Sinclair report?
Andrew Sinclair reported issuer dispositions of his Soleno equity. He disposed of 10,491 shares of Common Stock and multiple stock option awards, all canceled in connection with Soleno’s merger, leaving him with zero reported Soleno Common Stock and no remaining options after the transactions.
What happened to Andrew Sinclair’s Soleno Therapeutics (SLNO) stock options in the merger?
Each Soleno stock option held by Andrew Sinclair was canceled at the merger’s effective time. For each option, he became entitled to a cash payment equal to the $53.00 merger consideration minus the option’s exercise price, multiplied by the number of underlying shares.
What merger consideration is Soleno Therapeutics (SLNO) paying in the Neocrine Biosciences deal?
The merger consideration is $53.00 in cash for each issued and outstanding share of Soleno’s Common Stock and each RSU. Stock options are paid in cash based on the $53.00 price minus the option’s exercise price, applied to the number of option shares covered.