Soleno Therapeutics (SLNO) director’s shares and options cancelled for $53 cash in Neurocrine merger
Rhea-AI Filing Summary
Soleno Therapeutics director Birgitte Volck reported the cancellation of her equity in connection with Soleno’s merger with Neurocrine Biosciences. She disposed of 17,536 shares of Common Stock to the issuer on May 18, 2026, with each share converted into the right to receive $53.00 in cash as merger consideration.
Previously granted restricted stock units were also cancelled and similarly converted into the cash consideration. Multiple stock option awards, including 10,000 options with a $5.25 exercise price, were cancelled in exchange for cash equal to $53.00 minus the exercise price, multiplied by the options’ share count. Following these transactions, the filing shows Volck with no remaining Soleno shares or options.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 17,536 shares
Net Sell
8 txns
Insider
Volck Birgitte
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to buy) | 1,333 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to buy) | 635 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to buy) | 2,666 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to buy) | 2,124 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to buy) | 2,666 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to buy) | 2,666 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to buy) | 10,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 17,536 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (Right to buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- F1. 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").
- F2. 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.
- F3. 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: 17,536 shares
Merger consideration: $53.00 per share
Option grant cancelled: 10,000 options at $5.25
+2 more
5 metrics
Common shares disposed
17,536 shares
Common Stock cancelled and converted into $53.00 cash on May 18, 2026
Merger consideration
$53.00 per share
Cash paid for each share of Soleno Common Stock and RSUs in merger
Option grant cancelled
10,000 options at $5.25
Stock Option (Right to buy) cancelled for cash equal to ($53.00 - $5.25) × shares
Option grant cancelled
2,666 options at $5.03
Stock Option cancelled for cash equal to ($53.00 - $5.03) × 2,666 shares
Option grant cancelled
2,666 options at $2.55
Stock Option cancelled for cash equal to ($53.00 - $2.55) × 2,666 shares
Key Terms
restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, wholly owned subsidiary
4 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..."
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.
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 did Soleno Therapeutics (SLNO) director Birgitte Volck report in this Form 4?
Birgitte Volck reported disposals of Soleno equity back to the issuer in connection with a merger. Her common shares, RSUs, and stock options were cancelled and converted into cash consideration, leaving no Soleno shares or options reported after the transactions.
How were Birgitte Volck’s Soleno (SLNO) stock options treated in the merger?
At the merger’s effective time, each option was cancelled for a cash payment equal to $53.00 minus the option’s exercise price, multiplied by the number of underlying shares. Several grants, including 10,000 options at $5.25, were settled this way.
Does Birgitte Volck still hold Soleno Therapeutics (SLNO) equity after these transactions?
According to the Form 4, total shares following each reported transaction are zero for both common stock and the listed stock options. This indicates that, after the merger-related cancellations and cash payments, no Soleno shares or options remain reported for Volck.
What corporate event triggered these Soleno (SLNO) Form 4 dispositions?
The transactions occurred in connection with a merger where Sigma Merger Sub, Inc. merged into Soleno Therapeutics. Soleno continued as the surviving corporation and became a wholly owned subsidiary of Neurocrine Biosciences, Inc., with all common shares converted into $53.00 cash rights.
AI-generated analysis. How Rhea-AI works. Not financial advice.
