Soleno Therapeutics (SLNO) CEO fully cashed out as $53-per-share merger closes

Rhea-AI Filing Summary

Soleno Therapeutics CEO Anish Bhatnagar reported dispositions of all his company equity in connection with Soleno’s cash merger with Neocrine Biosciences. On May 18, 2026, he disposed of 583,656 shares of Common Stock back to the issuer, consistent with the merger closing.

Footnotes state that each issued and outstanding Soleno Common Share and each vested and unvested restricted stock unit was cancelled and converted into the right to receive $53.00 in cash per share as merger consideration. Multiple employee stock options covering various share amounts and exercise prices were also cancelled at the effective time of the merger in exchange for cash equal to the spread between the $53.00 merger consideration and their respective exercise prices.

Following these issuer dispositions, the filing shows Bhatnagar with zero shares and zero listed options remaining, reflecting the completion of the cash-out of his Soleno holdings as the company became a wholly owned subsidiary of Neocrine Biosciences.

Insights

Equity compensation and M&A specialist

CEO’s Soleno equity is fully cashed out as part of a completed merger.

This Form 4 shows CEO Anish Bhatnagar disposing of all reported Soleno equity positions through issuer transactions tied to the merger with Neocrine Biosciences. Common shares, RSUs, and options are cancelled and converted into cash at a fixed $53.00 per-share merger consideration.

The option footnote explains a standard change-of-control treatment: each option is cancelled for a cash payment equal to the merger price minus its exercise price, multiplied by shares covered. With derivativeSummary empty and post-transaction share balances at zero, the filing indicates no remaining Soleno equity exposure.

Because these are mechanical cash-out events under an Agreement and Plan of Merger, not discretionary open-market trades, they carry limited signal about management’s view on future value. The key investor takeaway is confirmation of the merger’s cash consideration mechanics for common stock, RSUs, and options as of May 18, 2026.

Insider Trade Summary

12 transactions reported

Mixed 12 txns

Insider Anish Bhatnagar

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option (Right to buy)	22,452	$0.00	--
Disposition	Employee Stock Option (Right to buy)	60	$0.00	--
Disposition	Employee Stock Option (Right to buy)	23,332	$0.00	--
Disposition	Employee Stock Option (Right to buy)	35,000	$0.00	--
Disposition	Employee Stock Option (Right to buy)	8,473	$0.00	--
Disposition	Employee Stock Option (Right to buy)	73,333	$0.00	--
Disposition	Employee Stock Option (Right to buy)	52,709	$0.00	--
Disposition	Employee Stock Option (Right to buy)	200,753	$0.00	--
Disposition	Employee Stock Option (Right to buy)	100,000	$0.00	--
Disposition	Employee Stock Option (Right to buy)	115,600	$0.00	--
Disposition	Employee Stock Option (Right to buy)	131,400	$0.00	--
Disposition	Common Stock	583,656	$0.00	--

Holdings After Transaction: Employee Stock Option (Right to buy) — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null)

Footnotes (1)

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

Common shares disposed: 583,656 shares Merger consideration: $53.00 per share Option shares at $43.65: 131,400 option shares +5 more

8 metrics

Common shares disposed 583,656 shares Issuer disposition of common stock on May 18, 2026

Merger consideration $53.00 per share Cash paid for each share and RSU in merger

Option shares at $43.65 131,400 option shares Employee stock option cancelled and cashed out

Option shares at $49.17 115,600 option shares Employee stock option cancelled and cashed out

Option shares at $36.70 100,000 option shares Employee stock option cancelled and cashed out

Option shares at $5.25 200,753 option shares Employee stock option cancelled and cashed out

Option shares at $2.41 52,709 option shares Employee stock option cancelled and cashed out

Option shares at $2.595 73,333 option shares Employee stock option cancelled and cashed out

Key Terms

restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, wholly owned subsidiary, +2 more

6 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

"each RSU 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.

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.

cash payment financial

"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"

exercise price financial

"equal to (x) the difference between the Merger Consideration and the per share exercise price of the option"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Anish Bhatnagar

(Last) (First) (Middle)

100 MARINE PARKWAY, SUITE 400

(Street)

REDWOOD CITY CALIFORNIA 94065

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SOLENO THERAPEUTICS INC [ SLNO ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/18/2026		D		583,656(1)	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to buy)	$44.25	05/18/2026		D			22,452	(3)	04/19/2027	Common Stock	22,452	(3)	0	D
Employee Stock Option (Right to buy)	$24	05/18/2026		D			60	(3)	02/07/2028	Common Stock	60	(3)	0	D
Employee Stock Option (Right to buy)	$51.15	05/18/2026		D			23,332	(3)	05/18/2030	Common Stock	23,332	(3)	0	D
Employee Stock Option (Right to buy)	$33.6	05/18/2026		D			35,000	(3)	01/08/2031	Common Stock	35,000	(3)	0	D
Employee Stock Option (Right to buy)	$5.1	05/18/2026		D			8,473	(3)	01/28/2032	Common Stock	8,473	(3)	0	D
Employee Stock Option (Right to buy)	$2.595	05/18/2026		D			73,333	(3)	07/27/2032	Common Stock	73,333	(3)	0	D
Employee Stock Option (Right to buy)	$2.41	05/18/2026		D			52,709	(3)	01/25/2033	Common Stock	52,709	(3)	0	D
Employee Stock Option (Right to buy)	$5.25	05/18/2026		D			200,753	(3)	05/26/2033	Common Stock	200,753	(3)	0	D
Employee Stock Option (Right to buy)	$36.7	05/18/2026		D			100,000	(3)	01/04/2034	Common Stock	100,000	(3)	0	D
Employee Stock Option (Right to buy)	$49.17	05/18/2026		D			115,600	(3)	01/21/2035	Common Stock	115,600	(3)	0	D
Employee Stock Option (Right to buy)	$43.65	05/18/2026		D			131,400	(3)	01/21/2036	Common Stock	131,400	(3)	0	D

Explanation of Responses:

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").

2. 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.

3. 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.

	/s/ Anish Bhatnagar	05/18/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did Soleno Therapeutics (SLNO) CEO Anish Bhatnagar report?

CEO Anish Bhatnagar reported issuer dispositions of all his Soleno equity on May 18, 2026. Common shares, RSUs, and employee stock options were cancelled in connection with the merger and converted into cash consideration instead of remaining as Soleno securities.

How many Soleno Therapeutics (SLNO) common shares were cancelled in this Form 4?

The filing shows 583,656 shares of Soleno common stock disposed of to the issuer. Footnotes explain that each issued and outstanding share of common stock was cancelled in the merger and converted into the right to receive cash equal to the stated merger consideration.

What cash consideration did Soleno Therapeutics (SLNO) shareholders receive in the merger?

Footnotes state that each issued and outstanding share and each vested and unvested restricted stock unit was converted into the right to receive $53.00 in cash. This per-share merger consideration applied when Soleno became a wholly owned subsidiary of Neocrine Biosciences.

How were Soleno Therapeutics (SLNO) stock options treated in the merger?

At the effective time of the merger, each option was cancelled for cash. The cash payment equaled the merger consideration minus the option’s exercise price, multiplied by the number of shares covered by that option immediately before cancellation, as described in the Form 4 footnote.

Does the Soleno Therapeutics (SLNO) Form 4 show any remaining equity for the CEO?

The Form 4 shows total shares following each reported transaction as zero, and the derivativeSummary is empty. This indicates that after the merger-related cancellations and cash payments, CEO Anish Bhatnagar no longer holds reported Soleno common shares or listed stock options.

What agreement governed the Soleno Therapeutics (SLNO) merger terms in this Form 4?

The footnotes reference an Agreement and Plan of Merger dated April 5, 2026, among Soleno Therapeutics, Neocrine Biosciences (Parent), and Sigma Merger Sub. This agreement set the terms under which each Soleno share and RSU was cancelled for cash consideration in the completed merger.