Soleno Therapeutics (SLNO) CEO discloses 100,000-share gift and updated holdings

Rhea-AI Filing Summary

Soleno Therapeutics chief executive officer and director Anish Bhatnagar reported equity transactions in company stock. On December 15, 2025, 7,620 shares of common stock were withheld by the company at a price of $49.95 to cover tax obligations related to vested restricted stock units. On the same date, he transferred 100,000 shares of common stock as a gift, for no consideration, to two family trusts for the benefit of his descendants.

After these transactions, Bhatnagar beneficially owned 469,456 shares of Soleno Therapeutics common stock, some of which are in the form of restricted stock units, each representing a contingent right to receive one share subject to vesting conditions. He reports beneficial ownership of the gifted shares only to the extent of any pecuniary interest and disclaims beneficial ownership of the shares held by the trusts.

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
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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^*

Anish Bhatnagar

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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)		7,620	D	$49.95	569,456(2)	D
Common Stock	12/15/2025		G		100,000(3)	D	$0	469,456(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.

3. On December 15, 2025, the Reporting Person transferred an aggregate of 100,000 shares of Common Stock as a gift to two family trusts for the benefit of his descendants, for no consideration. The Reporting Person is not a trustee and does not retain investment or voting control over the shares. Following the gift, the Reporting Person disclaims beneficial ownership of the shares held by the trusts and reports beneficial ownership herein only to the extent of any pecuniary interest, if any.

	/s/ Anish Bhatnagar	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Soleno Therapeutics (SLNO) report for its CEO?

Soleno Therapeutics reported that its CEO and director, Anish Bhatnagar, had shares withheld to cover taxes on vested restricted stock units and made a significant gift of common stock to family trusts on December 15, 2025.

How many Soleno Therapeutics (SLNO) shares were withheld for taxes from the CEO?

The company withheld 7,620 shares of Soleno Therapeutics common stock at $49.95 per share to satisfy Anish Bhatnagar’s tax withholding obligations related to vested restricted stock units.

How many Soleno Therapeutics (SLNO) shares did the CEO gift to family trusts?

On December 15, 2025, Anish Bhatnagar transferred an aggregate of 100,000 shares of Soleno Therapeutics common stock as a gift, for no consideration, to two family trusts for the benefit of his descendants.

Does the Soleno Therapeutics (SLNO) CEO retain control over the gifted shares?

According to the disclosure, Anish Bhatnagar is not a trustee of the family trusts and does not retain investment or voting control over the 100,000 gifted shares. He disclaims beneficial ownership of those shares and reports beneficial ownership only to the extent of any pecuniary interest, if any.

How many Soleno Therapeutics (SLNO) shares does the CEO beneficially own after these transactions?

Following the reported transactions, Anish Bhatnagar beneficially owned 469,456 shares of Soleno Therapeutics common stock, which includes certain shares represented by restricted stock units that are subject to vesting conditions.

What is the CEO’s role and relationship to Soleno Therapeutics (SLNO)?

Anish Bhatnagar is reported as both a director and an officer of Soleno Therapeutics, serving as the company’s Chief Executive Officer.