Soleno Therapeutics (SLNO) CFO receives new RSU and stock option grants

Rhea-AI Filing Summary

Soleno Therapeutics reported that its Chief Financial Officer, James H. Mackaness, received equity awards on January 21, 2026. He was granted 28,600 shares of Common Stock in the form of restricted stock units (RSUs) at a price of $0 per share, bringing his directly held Common Stock to 131,763 shares after the grant. These RSUs are scheduled to vest 100% on December 15, 2027, contingent on his continued service under the company’s 2014 Equity Incentive Plan.

On the same date, he also received an employee stock option for 32,800 shares of Common Stock at an exercise price of $43.65 per share, expiring on January 21, 2036. One forty-eighth of these option shares will vest on February 1, 2026, with additional installments on each monthly anniversary, subject to continued service.

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

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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^*

Mackaness James H

(Last) (First) (Middle)

100 MARINE PARKWAY, SUITE 400

(Street)

REDWOOD CITY CA 94065

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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

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

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

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	01/21/2026		A		28,600(1)	A	$0	131,763(2)	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)	$43.65	01/21/2026		A		32,800		(3)	01/21/2036	Common Stock	32,800	$0	32,800	D

Explanation of Responses:

1. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. 100% of the RSUs shall vest on December 15, 2027, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2014 Equity Incentive Plan) through such date.

2. Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

3. 1/48th of the shares subject to the option shall vest on February 1, 2026 and each one-month anniversary thereafter, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2014 Equity Incentive Plan) through each such date.

	/s/ James Mackaness	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Soleno Therapeutics (SLNO) grant to its CFO on January 21, 2026?

The Chief Financial Officer, James H. Mackaness, received 28,600 RSUs of Common Stock at $0 per share and an employee stock option for 32,800 shares of Common Stock with an exercise price of $43.65 per share.

How and when do the new RSUs for the Soleno (SLNO) CFO vest?

The 28,600 RSUs granted to the CFO vest 100% on December 15, 2027, provided he continues to be a Service Provider under Soleno’s 2014 Equity Incentive Plan through that date.

What is the vesting schedule of the new stock options granted to the Soleno (SLNO) CFO?

The 32,800-share stock option begins vesting with 1/48th of the shares on February 1, 2026. An additional 1/48th vests on each one-month anniversary thereafter, subject to continued service, until the option’s expiration on January 21, 2036.

What is the CFO’s total directly held Common Stock after the RSU grant at Soleno (SLNO)?

After the January 21, 2026 RSU grant, the CFO beneficially owns 131,763 shares of Soleno Therapeutics Common Stock in direct ownership, according to the filing.

Did the Soleno (SLNO) CFO pay anything for the new RSUs and options?

The RSUs covering 28,600 shares were granted at a price of $0 per share. The employee stock option for 32,800 shares has an exercise price of $43.65 per share, payable if and when the option is exercised.

What role does the Soleno (SLNO) equity incentive plan play in these CFO awards?

Both the RSUs and stock options are granted under Soleno’s 2014 Equity Incentive Plan. Vesting of the 28,600 RSUs and the 32,800-share option depends on the CFO continuing as a Service Provider under that plan.