Soleno Therapeutics (SLNO) insider equity cashed out at $53 in Neocrine merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Soleno Therapeutics insider Patricia C. Hirano reported dispositions of all remaining equity awards in connection with the company’s merger with Neocrine Biosciences, Inc. On May 18, 2026, Soleno became a wholly owned subsidiary of Neocrine via a merger.
Each issued and outstanding share of Soleno common stock, including shares represented by restricted stock units, was cancelled and converted into the right to receive $53.00 in cash per share, described as the Merger Consideration. Hirano disposed of 22,702 common shares to the issuer and now holds no common stock directly.
Multiple derivative awards were also cancelled for cash. Employee stock options and a warrant were exchanged for cash payments based on the difference between the $53.00 Merger Consideration and their respective exercise prices, multiplied by the number of underlying shares. Following these transactions, all reported options and the warrant show zero remaining balance.
Positive
- None.
Negative
- None.
Insights
Insider’s stock and options are cashed out as part of a completed buyout.
The filing shows Patricia C. Hirano disposing of Soleno equity in a non-market transaction tied to a completed merger with Neocrine Biosciences, Inc. All common shares, RSUs, options and a warrant were cancelled in exchange for cash based on a fixed $53.00 per-share Merger Consideration.
These are code D dispositions to the issuer, not open-market sales, so they mainly document how the merger consideration applies to this insider. Because the merger terms were defined by the Agreement and Plan of Merger, this filing is administrative rather than a new directional signal about Soleno’s prospects.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Hirano Patricia C
Role
SEE REMARKS
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (Right to buy) | 2,333 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 18,842 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 2,445 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 11,667 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 49,262 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 16,000 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 13,800 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 11,900 | $0.00 | -- |
| Disposition | Warrant (Right to buy) | 1,333 | $0.00 | -- |
| Disposition | Common Stock | 22,702 | $0.00 | -- |
Holdings After Transaction:
Employee Stock Option (Right to buy) — 0 shares (Direct, null);
Warrant (Right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- 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"). 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. At the effective time of the Merger, this warrant was cancelled in exchange for a cash payment equal to (i) the product of 1,333 warrant shares multiplied by the Merger Consideration minus (ii) the $4.50 per share exercise price of the warrant.
Key Figures
Common shares disposed: 22,702 shares
Merger Consideration per share: $53.00 per share
Warrant shares cancelled: 1,333 shares
+5 more
8 metrics
Common shares disposed
22,702 shares
Common Stock disposition to issuer on May 18, 2026
Merger Consideration per share
$53.00 per share
Cash paid for each issued and outstanding Soleno common share and RSU
Warrant shares cancelled
1,333 shares
Warrant (Right to buy) underlying common shares cancelled for cash
Warrant exercise price
$4.50 per share
Exercise price used to compute warrant cash-out at merger
Option block exercise price
$43.65 per share
Employee Stock Option cancelled for cash at merger effective time
Option block exercise price
$49.17 per share
Employee Stock Option cancelled for cash at merger effective time
Low-strike option exercise price
$2.41 per share
Employee Stock Option cancelled using Merger Consideration minus exercise price formula
Dispositions count
10 transactions
Total dispose-direction entries across common stock and derivatives
Key Terms
restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, Employee Stock Option (Right to buy), +2 more
6 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
"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.
Employee Stock Option (Right to buy) financial
"Employee Stock Option (Right to buy) ... underlying security title Common Stock."
Disposition to issuer regulatory
"transaction_code_description: "Disposition to issuer" for each reported transaction."
Warrant (Right to buy) financial
"Warrant (Right to buy) with 1,333 underlying shares and $4.50 exercise price."
FAQ
What insider transaction did Patricia C. Hirano report for SOLENO THERAPEUTICS (SLNO)?
Patricia C. Hirano reported disposing of all reported Soleno equity holdings to the issuer in connection with a merger. Common shares, restricted stock units, stock options, and a warrant were cancelled and converted into cash based on a fixed merger cash consideration per share.
Was Patricia C. Hirano’s SLNO Form 4 an open-market stock sale?
No. The Form 4 reports code D dispositions to the issuer, not open-market sales. Shares and derivative awards were cancelled and cashed out under merger terms, rather than being sold on a stock exchange to third-party buyers.
What happened to Patricia C. Hirano’s SLNO stock options in the merger?
At the effective time of the merger, each reported employee stock option was cancelled for a cash payment equal to the per-share Merger Consideration minus the option’s exercise price, multiplied by the option’s share count. All these options show zero remaining balance after cancellation.
How was the SLNO warrant held by Patricia C. Hirano treated in the merger?
The warrant for 1,333 Soleno common shares with a $4.50 exercise price was cancelled at the merger’s effective time. The holder became entitled to a cash payment equal to 1,333 times the Merger Consideration minus the aggregate warrant exercise price.