Soleno Therapeutics (SLNO) CDO equity cancelled for $53 cash in merger

Rhea-AI Filing Summary

Soleno Therapeutics Chief Development Officer Manher Joshi disposed of his remaining equity in connection with Soleno’s merger into Neurocrine Biosciences. A total of 20,171 shares of common stock represented by restricted stock units were cancelled and converted into the right to receive $53.00 per share in cash. Two stock option grants covering 4,700 shares at $43.65 and 72,321 shares at $46.31 were also cancelled for cash payments based on the $53.00 merger price. Following these transactions, the filing shows no remaining common stock or options held directly by Joshi.

Insights

Equity compensation and M&A analyst

Executive equity is cashed out as part of Soleno’s all-cash merger.

The Form 4 shows Manher Joshi, Chief Development Officer of Soleno Therapeutics, surrendering 20,171 RSU-based shares and two option grants as part of the completed merger at $53.00 per share cash consideration.

These are code D dispositions to the issuer triggered by the merger terms, not open-market selling. With total shares and options following the transactions reported as zero, this reflects the standard cash-out of equity upon Soleno becoming a wholly owned subsidiary of Neurocrine Biosciences.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Joshi Manher

Role Chief Development Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to buy)	72,321	$0.00	--
Disposition	Stock Option (Right to buy)	4,700	$0.00	--
Disposition	Common Stock	20,171	$0.00	--

Holdings After Transaction: Stock Option (Right to buy) — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null)

Footnotes (1)

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"). 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. 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-based common shares cancelled: 20,171 shares Merger cash consideration: $53.00 per share Option grant 1 shares: 4,700 shares +4 more

7 metrics

RSU-based common shares cancelled 20,171 shares Cancelled and paid at $53.00 per share in merger

Merger cash consideration $53.00 per share Cash paid for each share/RSU in merger

Option grant 1 shares 4,700 shares Stock option at $43.65 exercise price, cancelled for cash

Option grant 1 exercise price $43.65 per share Compared to $53.00 merger consideration

Option grant 2 shares 72,321 shares Stock option at $46.31 exercise price, cancelled for cash

Option grant 2 exercise price $46.31 per share Compared to $53.00 merger consideration

Post-transaction holdings 0 shares/options Total reported common and option holdings after merger

Key Terms

restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, disposition to issuer

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 financial

"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

"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.

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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^*

Joshi Manher

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Development Officer

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		20,171(1)	D	(2)	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
Stock Option (Right to buy)	$46.31	05/18/2026		D			72,321	(3)	11/10/2035	Common Stock	72,321	(3)	0	D
Stock Option (Right to buy)	$43.65	05/18/2026		D			4,700	(3)	01/21/2036	Common Stock	4,700	(3)	0	D

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").

2. 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.

3. 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.

	/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 Manher Joshi?

Soleno reported that Chief Development Officer Manher Joshi disposed of 20,171 common shares represented by RSUs and two option grants, all cancelled in exchange for $53.00 per share in cash as part of the company’s merger into Neurocrine Biosciences.

How many Soleno Therapeutics (SLNO) shares and options were cancelled in the merger?

The filing shows 20,171 Soleno common shares represented by RSUs cancelled, plus options over 4,700 shares at $43.65 and 72,321 shares at $46.31. Each was exchanged for cash based on the $53.00 per share merger consideration.

What cash consideration did Soleno Therapeutics (SLNO) insiders receive per share?

The merger terms provide $53.00 in cash per share of Soleno common stock. RSUs and stock options were cancelled and converted into cash amounts based on this merger price, net of each option’s respective exercise price, according to the disclosed formula.

Does Manher Joshi retain any Soleno Therapeutics (SLNO) equity after the merger?

According to the Form 4, total shares following each transaction are reported as zero for both common stock and options. This indicates Joshi no longer directly holds Soleno equity after the cash-out required by the merger’s closing terms.

What does transaction code D mean in the Soleno Therapeutics (SLNO) Form 4?

Transaction code D in this context reflects a disposition to the issuer, not an open-market trade. Joshi’s RSUs and options were cancelled and paid out in cash under the merger agreement, rather than sold on an exchange to outside buyers.