Soleno CBO equity cashed out at $53 merger price
Soleno Therapeutics’ Chief Business Officer Kevin Norrett reported dispositions tied to the company’s merger with Neocrine Biosciences.
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Form Type
4
Rhea-AI Filing Summary
Soleno Therapeutics’ Chief Business Officer Kevin Norrett reported dispositions tied to the company’s merger with Neocrine Biosciences. He surrendered 17,786 shares represented by previously reported RSUs and two stock option grants covering 4,000 and 64,286 shares of Common Stock.
In the merger, each RSU and each share of Common Stock was cancelled and converted into the right to receive $53.00 in cash per share, while each stock option was cancelled for a cash payment equal to its intrinsic value. Following these transactions, Norrett holds no directly reported Soleno common shares or related stock options in this filing.
Insider Trade Summary
Disposition: 86,072 shares
Disposition
3 txns
Insider
Norrett Kevin
Role
Chief Business Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to buy) | 64,286 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to buy) | 4,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 17,786 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (Right to buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- F1. 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
RSU-related shares disposed: 17,786 shares
Merger cash consideration: $53.00 per share
Option grant 1 shares: 4,000 options
+4 more
7 metrics
RSU-related shares disposed
17,786 shares
Common Stock represented by RSUs canceled at merger on May 18, 2026
Merger cash consideration
$53.00 per share
Cash paid for each share and RSU upon merger effectiveness
Option grant 1 shares
4,000 options
Stock option at $43.65 exercise price canceled for cash
Option grant 1 exercise price
$43.65 per share
Used to compute intrinsic value vs. $53.00 merger price
Option grant 2 shares
64,286 options
Stock option at $47.25 exercise price canceled for cash
Option grant 2 exercise price
$47.25 per share
Used to compute intrinsic value vs. $53.00 merger price
Post-transaction holdings
0 shares, 0 derivatives
Total shares and options following merger-related dispositions
Key Terms
restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, Stock Option (Right to buy), +1 more
5 terms
restricted stock units ("RSUs") financial
"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, by and among Soleno Therapeutics, Inc."
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.
Stock Option (Right to buy) financial
"Stock Option (Right to buy) ... underlying security title: "Common Stock""
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Soleno Therapeutics (SLNO) report for Kevin Norrett?
Soleno reported that Chief Business Officer Kevin Norrett disposed of equity as part of the merger closing. He surrendered 17,786 RSU-based shares and two stock option grants covering 4,000 and 64,286 shares of Common Stock, receiving cash instead of retaining equity.
How were Kevin Norrett’s RSUs treated in the Soleno (SLNO) merger?
Each of Kevin Norrett’s RSUs was cancelled at the merger closing and converted into the right to receive $53.00 in cash per share. This replaced his restricted stock unit awards with a cash payout based on the agreed merger consideration amount.
What happened to Soleno (SLNO) common stock in the Neocrine merger?
In the merger, each issued and outstanding share of Soleno’s Common Stock was cancelled and converted into the right to receive $53.00 in cash. Shareholders no longer hold Soleno stock; instead they receive the cash merger consideration per share owned.
How were Kevin Norrett’s Soleno (SLNO) stock options cashed out?
Each stock option was cancelled for a cash payment equal to the difference between the $53.00 merger price and its exercise price, multiplied by the number of option shares. This effectively paid Norrett the intrinsic value of his options at the merger time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
