FMR LLC filed Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership of 5,768,409.61 shares of common stock of Soleno Therapeutics Inc., representing 11.2% of the class as of the cover date. The filing lists sole voting power of 5,583,298 shares and sole dispositive power of 5,768,409.61. The filing identifies Abigail P. Johnson in her capacity related to FMR LLC and references a power of attorney and an associated 13d-1(k) agreement in Exhibit 99.
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Insights
Large institutional holding disclosed: FMR LLC holds 11.2% of Soleno common stock.
FMR LLC reports beneficial ownership of 5,768,409.61 shares, with sole voting power listed as 5,583,298 and sole dispositive power equal to the full holding. The filing is an amendment to a Schedule 13G/A, indicating reporting under passive or qualifying investor status.
Watch for any subsequent amendments or Schedule 13D that would signal active acquisition intent; this filing includes a referenced 13d-1(k) agreement and a power of attorney.
Disclosure clarifies voting and dispositive authority within FMR-related reporting.
The filing attributes both voting and dispositive powers to FMR LLC and separately lists Abigail P. Johnson in a role tied to dispositive authority. A power of attorney dated April 13, 2026, and Exhibit 99 are cited to establish representative authority.
For further clarity, the referenced exhibits would show whether holdings are held for funds or clients; the filing states no other single person holds >5% beneficial interest.
Key Figures
Beneficial ownership:5,768,409.61 sharesPercent of class:11.2%Sole voting power:5,583,298 shares+2 more
5 metrics
Beneficial ownership5,768,409.61 sharesamount beneficially owned reported on Schedule 13G/A
Percent of class11.2%percent of common stock reported
Sole voting power5,583,298 sharessole power to vote reported on cover page
Sole dispositive power5,768,409.61 sharessole power to dispose reported on cover page
CUSIP834203309identifier for Soleno common stock
Key Terms
Schedule 13G/A, Beneficially owned, Sole dispositive power, 13d-1(k) agreement, +1 more
5 terms
Schedule 13G/Aregulatory
"Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficially ownedfinancial
"Amount beneficially owned: 5768409.61"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Sole dispositive powerfinancial
"Sole power to dispose or to direct the disposition of: 5768409.61"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
13d-1(k) agreementregulatory
"Please see Exhibit 99 for 13d-1(k) (1) agreement"
Power of Attorneylegal
"Power of Attorney effective as of April 13, 2026"
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.
FMR LLC reports beneficial ownership of 5,768,409.61 shares, equal to 11.2% of Soleno Therapeutics' common stock. The filing lists the holder's voting and dispositive powers as disclosed on the cover page.
Who is identified as holding voting or dispositive power for SLNO shares?
The filing shows sole voting power of 5,583,298 shares and sole dispositive power of 5,768,409.61 shares, attributed to FMR LLC and related representative Abigail P. Johnson.
Does the filing indicate any single person other than FMR LLC owns more than 5% of SLNO?
No. The filing states that one or more other persons may have rights to dividends or proceeds, but no other person's interest exceeds 5% of the outstanding common stock.
What exhibits or authorizations are referenced in the SLNO filing?
The filing references a power of attorney effective April 13, 2026 and an attached Exhibit 99 containing a 13d-1(k) agreement; signatures are dated May 5, 2026.
Is this Schedule 13G/A an initial filing or an amendment for SLNO?
This document is labeled Amendment No. 2 to a Schedule 13G/A for Soleno Therapeutics, indicating it updates a prior beneficial ownership filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
SOLENO THERAPEUTICS INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
834203309
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
834203309
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,583,298.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,768,409.61
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,768,409.61
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.2 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
834203309
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,768,409.61
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,768,409.61
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
834203309
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
5768409.61
(b)
Percent of class:
11.2 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
5768409.61
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of SOLENO THERAPEUTICS INC. No one other person's interest in the COMMON STOCK of SOLENO THERAPEUTICS INC is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
05/05/2026
Abigail P. Johnson
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of Abigail P. Johnson*
Date:
05/05/2026
Comments accompanying signature: *This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on April 29,2026, accession number: 0000315066-26-000738.
