Soleno Therapeutics (SLNO) CFO discloses RSU tax share withholding

Rhea-AI Filing Summary

Soleno Therapeutics Inc. reported an insider equity transaction by its Chief Financial Officer, James Mackaness. On December 15, 2025, 2,013 shares of common stock were disposed of at a price of $49.95 per share. The shares were withheld by the company to cover the officer’s tax obligations arising from the vesting and settlement of restricted stock units (RSUs).

Following this tax withholding transaction, the reporting person beneficially owns 103,163 shares of Soleno Therapeutics common stock. A portion of this balance consists of RSUs, each representing a contingent right to receive one share of common stock, subject to applicable vesting schedules and conditions.

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)
12/15/2025

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	12/15/2025		F(1)		2,013	D	$49.95	103,163(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

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted stock units ("RSUs") which vested on December 15, 2025.

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.

	/s/ James Mackaness	12/17/2025
	** 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).
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FAQ

What insider transaction did Soleno Therapeutics (SLNO) disclose for its CFO?

The Chief Financial Officer of Soleno Therapeutics (SLNO), James Mackaness, reported the disposal of 2,013 shares of common stock on December 15, 2025. The shares were withheld by the company to satisfy tax withholding obligations related to vested RSUs.

How many Soleno Therapeutics (SLNO) shares does the CFO beneficially own after this transaction?

After the reported transaction, the CFO beneficially owns 103,163 shares of Soleno Therapeutics common stock. This total includes certain shares that are in the form of restricted stock units.

Why were shares of Soleno Therapeutics (SLNO) disposed of in this Form 4 filing?

The 2,013 shares were not sold in an open-market transaction. They were withheld by the issuer to cover the reporting person’s tax withholding obligations triggered by the settlement of RSUs that vested on December 15, 2025.

What are the RSUs mentioned in the Soleno Therapeutics (SLNO) Form 4?

Certain securities beneficially owned by the CFO are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of common stock, subject to the vesting schedule and other applicable conditions.

At what price were the Soleno Therapeutics (SLNO) shares withheld for taxes?

The 2,013 shares of Soleno Therapeutics common stock withheld to satisfy tax obligations were valued at a price of $49.95 per share in the reported transaction.

What is the reporting person’s role at Soleno Therapeutics (SLNO)?

The reporting person, James Mackaness, is an officer of Soleno Therapeutics, serving as the company’s Chief Financial Officer.