Soleno SVP’s shares and options cashed out in merger
Soleno Therapeutics senior vice president of clinical development Michael F. Huang reported dispositions tied to the company’s cash merger with Neocrine Biosciences.
Rhea-AI Filing Summary
Soleno Therapeutics senior vice president of clinical development Michael F. Huang reported dispositions tied to the company’s cash merger with Neocrine Biosciences. On May 18, 2026, all of his Soleno common shares and equity awards were cancelled and converted into cash.
The filing shows 39,823 shares of common stock disposed to the issuer, leaving him with zero common shares. In addition, stock options covering 11,900, 13,800, and 110,000 shares were cancelled for cash equal to the $53.00 per-share merger consideration minus each option’s exercise price. These are mechanical merger-related cash-outs, not open-market trades.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 175,523 shares
Disposition
4 txns
Insider
Huang Michael F.
Role
Sr. VP of Clinical Development
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to buy) | 110,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to buy) | 13,800 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to buy) | 11,900 | $0.00 | $0.00 |
| Disposition | Common Stock | 39,823 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (Right to buy) — 0 contracts (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: 39,823 shares
Merger consideration: $53.00 per share
Option grant 1: 11,900 shares at $43.65
+3 more
6 metrics
Common shares disposed
39,823 shares
Issuer disposition on May 18, 2026
Merger consideration
$53.00 per share
Cash paid for each share/RSU in merger
Option grant 1
11,900 shares at $43.65
Stock option cancelled for cash in merger
Option grant 2
13,800 shares at $49.17
Stock option cancelled for cash in merger
Option grant 3
110,000 shares at $21.93
Stock option cancelled for cash in merger
Common shares after transaction
0 shares
Holdings following merger-related disposition
Key Terms
restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, wholly owned subsidiary, +1 more
5 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
"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
"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.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Soleno Therapeutics (SLNO) report for Michael F. Huang?
Soleno reported that Michael F. Huang disposed of all his company equity in connection with a cash merger. His 39,823 common shares and multiple stock option grants were cancelled and exchanged for cash under the agreed merger terms at $53.00 per share.
What happened to Michael F. Huang’s Soleno (SLNO) stock options in the merger?
Huang’s stock options were cancelled at the merger’s effective time in exchange for cash. Each option paid the difference between the $53.00 merger consideration and its exercise price, multiplied by the shares covered, turning his option positions into cash rather than ongoing equity.
Which specific Soleno (SLNO) option grants were cancelled for Michael F. Huang?
Three option grants were cancelled: 11,900 shares at a $43.65 exercise price, 13,800 shares at $49.17, and 110,000 shares at $21.93. Each was converted into a cash payment based on the $53.00 per-share merger consideration specified in the merger agreement.
Does Michael F. Huang still hold any Soleno (SLNO) equity after these transactions?
According to the Form 4, Huang’s total common stock holdings following the transactions are zero shares. His reported stock options were also fully cancelled for cash, meaning this filing shows no remaining Soleno equity positions for him after the merger-related dispositions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
