Soleno (SLNO) director’s 10,046 RSUs canceled for $53 cash in merger

Rhea-AI Filing Summary

Soleno Therapeutics director Mark W. Hahn reported a disposition of 10,046 shares of common stock to the issuer. These shares were represented by previously reported restricted stock units (RSUs).

In connection with the merger of Sigma Merger Sub, Inc. into Soleno Therapeutics, Inc., making Soleno a wholly owned subsidiary of Neocrine Biosciences, Inc., each vested and unvested RSU was cancelled and converted into the right to receive $53.00 in cash per unit as merger consideration. Following this cancellation, Hahn reported holding no shares of Soleno common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hahn Mark W

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	10,046	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 10,046 shares Merger consideration per RSU: $53.00 per unit Shares held after transaction: 0 shares

3 metrics

Shares disposed 10,046 shares Common stock represented by RSUs, disposition to issuer

Merger consideration per RSU $53.00 per unit Cash amount for each canceled Soleno RSU in merger

Shares held after transaction 0 shares Direct Soleno common stock holdings reported post-disposition

Key Terms

restricted stock units ("RSUs"), Agreement and Plan of Merger, wholly owned subsidiary, Merger Consideration

4 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,"

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.

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.

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.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

X

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^*

Hahn Mark W

(Last) (First) (Middle)

100 MARINE PARKWAY, SUITE 400

(Street)

REDWOOD CITY CALIFORNIA 94065

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/18/2026		D		10,046(1)	D	(1)	0	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. 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").

	/s/ Anish Bhatnagar, Attorney-in-Fact	05/18/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Soleno Therapeutics (SLNO) report for Mark W. Hahn?

Soleno Therapeutics reported director Mark W. Hahn disposed of 10,046 shares of common stock. These shares were represented by restricted stock units that were canceled in a merger and converted into cash rights at $53.00 per unit.

How many Soleno (SLNO) RSUs were affected in Mark W. Hahn’s Form 4?

The Form 4 shows 10,046 Soleno Therapeutics restricted stock units for Mark W. Hahn were disposed of. They were canceled in connection with the merger and converted into the right to receive cash merger consideration of $53.00 per RSU.

What cash amount will Mark W. Hahn receive per RSU in the Soleno (SLNO) merger?

Each of Mark W. Hahn’s Soleno Therapeutics restricted stock units will convert into the right to receive $53.00 in cash. This amount is defined as the merger consideration and applies to each vested and unvested RSU canceled in the transaction.

What happened to Soleno (SLNO) RSUs in the merger with Neocrine Biosciences?

In the merger, each issued and outstanding Soleno Therapeutics restricted stock unit was canceled and converted into a cash right. Holders are entitled to receive $53.00 in cash per RSU as merger consideration following completion of the transaction structure.

Does Mark W. Hahn hold any Soleno (SLNO) common stock after this Form 4?

After the reported transaction, Mark W. Hahn shows zero shares of Soleno Therapeutics common stock directly owned. His previously reported restricted stock units were canceled in the merger and converted into the right to receive cash at $53.00 per unit.