Soleno Therapeutics (SLNO) CFO has RSUs and stock options cashed out in Neocrine merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Soleno Therapeutics' chief financial officer Jennifer Fulk reported merger-related dispositions of equity awards. On May 18, 2026, 39,200 shares of Common Stock represented by restricted stock units were cancelled in connection with Soleno’s merger into a wholly owned subsidiary of Neocrine Biosciences.
Each vested and unvested restricted stock unit was converted into the right to receive $53.00 in cash per share as merger consideration. On the same date, an employee stock option covering 67,660 shares at an exercise price of $39.06 per share was cancelled in exchange for a cash payment based on the difference between the $53.00 merger consideration and the option exercise price. Following these transactions, the filing shows no remaining holdings from these awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Fulk Jennifer
Role
CHIEF FINANCIAL OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (Right to buy) | 67,660 | $0.00 | -- |
| Disposition | Common Stock | 39,200 | $0.00 | -- |
Holdings After Transaction:
Employee Stock Option (Right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- 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"). 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
RSU shares cancelled: 39,200 shares
Merger consideration per share: $53.00 per share
Option shares cancelled: 67,660 shares
+3 more
6 metrics
RSU shares cancelled
39,200 shares
Common Stock represented by RSUs cancelled at merger
Merger consideration per share
$53.00 per share
Cash paid for each vested and unvested RSU
Option shares cancelled
67,660 shares
Employee stock option covering 67,660 underlying shares
Option exercise price
$39.06 per share
Per share exercise price of cancelled employee stock option
Total shares after transactions
0 shares
Reported holdings from these awards following merger-related cancellations
Merger effective date
May 18, 2026
Date Merger Sub merged into Soleno and awards were cancelled
Key Terms
restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, Employee Stock Option (Right to buy), +1 more
5 terms
restricted stock units ("RSUs") financial
"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..."
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
"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.
Employee Stock Option (Right to buy) financial
"security_title": "Employee Stock Option (Right to buy)""
wholly owned subsidiary financial
"with 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 transaction did Soleno Therapeutics (SLNO) report for Jennifer Fulk?
Soleno’s chief financial officer Jennifer Fulk reported dispositions of equity awards tied to a merger. Restricted stock units and an employee stock option were cancelled and converted into cash payments based on a merger consideration of $53.00 per share.
What happened to Jennifer Fulk’s Soleno Therapeutics (SLNO) stock options in the merger?
An employee stock option covering 67,660 shares of Soleno Common Stock at a $39.06 exercise price was cancelled. It was exchanged for cash equal to the merger consideration of $53.00 minus the exercise price, multiplied by the 67,660 option shares.
Did Jennifer Fulk retain Soleno Therapeutics (SLNO) holdings after these transactions?
For the reported awards, the filing shows zero shares following the transactions. The 39,200 restricted stock unit shares and the option covering 67,660 shares were fully cancelled and converted into cash rights tied to the $53.00-per-share merger consideration.
What corporate event triggered the Soleno Therapeutics (SLNO) insider dispositions?
The dispositions occurred at the effective time of a merger where Sigma Merger Sub, Inc. combined with Soleno Therapeutics. Soleno became a wholly owned subsidiary of Neocrine Biosciences, and equity awards were cancelled and cashed out under the Agreement and Plan of Merger.