Soleno Therapeutics (SLNO) CCO equity cancelled, converted to $53 cash in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Soleno Therapeutics' Chief Commercial Officer, Meredith Manning, reported the cancellation of her equity in connection with Soleno’s merger with Neurocrine Biosciences. On May 18, 2026, all of her 64,507 shares of common stock were disposed of back to the issuer and converted into a cash payment.
Footnotes explain that, under the merger agreement, each share of common stock and each vested or unvested RSU was cancelled and converted into the right to receive $53.00 in cash per share. Several employee stock option grants were also cancelled in exchange for cash equal to the spread between $53.00 and their exercise prices, multiplied by the number of option shares.
After these issuer dispositions, the filing shows no remaining common stock or options for Manning from these reported awards, reflecting the change from equity in Soleno to cash consideration at closing of the merger.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Manning Meredith
Role
Chief Commercial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee stock option (right to buy) | 91,000 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 29,200 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 32,800 | $0.00 | -- |
| Disposition | Common Stock | 64,507 | $0.00 | -- |
Holdings After Transaction:
Employee stock option (right to buy) — 0 shares (Direct, null);
Employee Stock Option (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.
Key Figures
Common shares cancelled: 64,507 shares
Option grant 1 shares: 32,800 options
Option grant 2 shares: 29,200 options
+2 more
5 metrics
Common shares cancelled
64,507 shares
Common Stock disposed to issuer in merger on May 18, 2026
Option grant 1 shares
32,800 options
Employee Stock Option at $43.65 exercise price, cancelled in merger
Option grant 2 shares
29,200 options
Employee Stock Option at $49.17 exercise price, cancelled in merger
Option grant 3 shares
91,000 options
Employee Stock Option at $46.31 exercise price, cancelled in merger
Merger consideration per share
$53.00 cash
Cash paid per common share and RSU in merger
Key Terms
restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, disposition to issuer, +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
"cancelled and 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.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Employee Stock Option (Right to buy) financial
"Employee Stock Option (Right to buy)"
FAQ
What insider transaction did Soleno Therapeutics (SLNO) report for Meredith Manning?
Meredith Manning reported issuer dispositions of her Soleno equity. 64,507 common shares and multiple stock option grants were cancelled in connection with the merger, with her equity converted into cash rather than sold in the open market.
How were Soleno Therapeutics (SLNO) RSUs treated in the merger?
Each vested and unvested RSU was cancelled and converted into cash. Holders received $53.00 per RSU, matching the merger consideration per common share, replacing prospective stock delivery with an immediate cash payout upon the merger’s effective time.
What happened to Meredith Manning’s Soleno (SLNO) common stock in this Form 4?
Her 64,507 common shares were cancelled and disposed of to the issuer. In exchange, each share was converted into the right to receive the cash merger consideration of $53.00 per share, eliminating her reported post-transaction common stock holdings.
How were Soleno Therapeutics (SLNO) employee stock options handled in the merger?
Each option was cancelled at the merger’s effective time for a cash payment. The payment equaled the difference between the $53.00 merger price and the option’s exercise price, multiplied by the number of shares subject to the option.