Soleno director shares cancelled in $53 cash merger

Soleno Therapeutics director Dawn Carter reported a disposition of 16,991 shares of Common Stock in connection with the company’s acquisition.

Rhea-AI Filing Summary

Soleno Therapeutics director Dawn Carter reported a disposition of 16,991 shares of Common Stock in connection with the company’s acquisition. On May 18, 2026, Sigma Merger Sub, Inc. merged with and into Soleno Therapeutics, Inc., which continued as a wholly owned subsidiary of Neocrine Biosciences, Inc.

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, described as the Merger Consideration. Certain shares were represented by previously reported restricted stock units that were also cancelled and converted into the same $53.00 cash right. Following this transaction, Carter reported owning no Soleno shares.

Insider Trade Summary

Disposition: 16,991 shares

Disposition 1 txn

Insider Bir Dawn Carter

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	16,991	$0.00	$0.00

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

Footnotes (2)

1. F1. 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").
2. 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.

Key Figures

Shares disposed: 16,991 shares Merger Consideration per share: $53.00 in cash Date of merger closing: May 18, 2026 +1 more

4 metrics

Shares disposed 16,991 shares Common Stock cancelled in merger

Merger Consideration per share $53.00 in cash Cash paid for each share and RSU

Date of merger closing May 18, 2026 Effective date Merger Sub merged into Soleno

Post-transaction holdings 0 shares Total Soleno shares reported after disposition

Key Terms

restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, wholly owned subsidiary, +1 more

5 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.

wholly owned subsidiary financial

"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.

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Soleno Therapeutics (SLNO) director Dawn Carter report in this Form 4?

Dawn Carter reported a disposition of 16,991 shares of Soleno Therapeutics Common Stock. The shares were cancelled in connection with the company’s merger and converted into the right to receive cash, leaving her with no reported Soleno share holdings afterward.

How were Soleno Therapeutics (SLNO) shares treated in the merger?

Each issued and outstanding share of Soleno Therapeutics Common Stock was cancelled and converted into the right to receive $53.00 in cash. This applied to all shares at closing, reflecting the agreed Merger Consideration under the merger agreement dated April 5, 2026.

What happened to Soleno Therapeutics (SLNO) RSUs in the merger?

Each issued and outstanding vested and unvested restricted stock unit of Soleno Therapeutics was cancelled in the merger. Holders received the right to an amount in cash equal to $53.00 per RSU, matching the Merger Consideration applied to outstanding Common Stock shares.

What is the Merger Consideration mentioned for Soleno Therapeutics (SLNO)?

The Merger Consideration is defined as $53.00 in cash per share or RSU of Soleno Therapeutics. In the merger, each outstanding share and each vested or unvested RSU was cancelled and converted into the right to receive this $53.00 cash payment from the acquiring parent.

What corporate change occurred to Soleno Therapeutics (SLNO) in this transaction?

Sigma Merger Sub, Inc. merged with and into Soleno Therapeutics, Inc. Soleno survived the transaction and became a wholly owned subsidiary of Neocrine Biosciences, Inc., meaning the parent company now indirectly owns all of Soleno’s equity following the merger.

Did Dawn Carter retain any Soleno Therapeutics (SLNO) shares after the merger?

No, Dawn Carter reported total shares following the transaction of zero. Her 16,991 shares of Soleno Therapeutics Common Stock were cancelled in the merger and converted into the right to receive $53.00 per share in cash as part of the Merger Consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 04:29 PM Learn about SEC filing dates

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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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^*

Bir Dawn Carter

(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		16,991(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

Explanation of Responses:

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").

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.

	/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.
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* Form 4: SEC 1474 (03-26)