Soleno (SLNO) director’s shares cashed out at $53 per-share merger price

Rhea-AI Filing Summary

Soleno Therapeutics director Matthew Pauls reported a merger-related cash-out of his equity stake. On May 18, 2026, he disposed of 10,491 shares of common stock and no shares remained directly held afterward.

In connection with the merger of Soleno with Sigma Merger Sub, making Soleno a wholly owned subsidiary of Neocrine Biosciences, each share of common stock and each vested and unvested RSU was cancelled and converted into the right to receive $53.00 in cash per share. A stock option covering 9,063 shares with a $4.60 exercise price was cancelled in exchange for a cash payment calculated as the difference between the $53.00 merger consideration and the exercise price, multiplied by the number of option shares.

Insights

Equity compensation and M&A specialist

Director’s equity was cashed out at a fixed merger price, not sold on the open market.

The filing shows Matthew Pauls, a director of Soleno Therapeutics, surrendering 10,491 common shares and a 9,063-share stock option position as part of a cash merger at $53.00 per share. These are coded as dispositions to the issuer, not market trades.

Common shares, RSUs and options were all cancelled and converted into cash rights based on the merger consideration, with options paid using the formula described in the footnote. Because this reflects standard treatment in a completed acquisition rather than discretionary buying or selling, it mainly confirms how existing holders were cashed out at the agreed price.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pauls Matthew

Role null

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to buy)	9,063	$0.00	--
Disposition	Common Stock	10,491	$0.00	--

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

Footnotes (1)

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 disposed: 10,491 shares Option shares cancelled: 9,063 shares Merger consideration: $53.00 per share +3 more

6 metrics

Common shares disposed 10,491 shares Disposition to issuer on May 18, 2026

Option shares cancelled 9,063 shares Stock option tied to common stock cancelled at merger

Merger consideration $53.00 per share Cash paid for each share and RSU in the merger

Option exercise price $4.60 per share Exercise price of cancelled stock option

Common shares after transaction 0 shares Total common stock directly held by Pauls post-merger

Merger effective date May 18, 2026 Date Merger Sub combined with Soleno Therapeutics

Key Terms

restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, Stock Option (Right to buy)

4 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, by and among Soleno Therapeutics, Inc., Neocrine Biosciences, Inc. and Sigma Merger Sub, Inc."

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

"was 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.

Stock Option (Right to buy) financial

"Stock Option (Right to buy) with an exercise price of 4.6000 and expiration date of August 15, 2033."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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^*

Pauls Matthew

(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		10,491(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)	$4.6	05/18/2026		D			9,063	(3)	08/15/2033	Common Stock	9,063	(3)	0	D

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.

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 did Soleno Therapeutics (SLNO) director Matthew Pauls report in this Form 4?

He reported disposing of 10,491 shares of Soleno common stock and a 9,063-share stock option position on May 18, 2026. These dispositions occurred as part of a cash merger, with his direct holdings going to zero afterward.

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

Each issued and outstanding share of Soleno common stock was cancelled and converted into the right to receive cash equal to the merger consideration of $53.00 per share. This applied across all common shareholders at the effective time of the merger.

What happened to restricted stock units (RSUs) in the Soleno (SLNO) merger?

Each issued and outstanding vested and unvested restricted stock unit was cancelled and converted into the right to receive $53.00 in cash per unit. This mirrored the per-share merger consideration applied to Soleno’s common stock in the transaction.

How was Matthew Pauls’ Soleno (SLNO) stock option treated at closing?

His option covering 9,063 shares at a $4.60 exercise price was cancelled at the merger’s effective time. It was exchanged for cash equal to the difference between the $53.00 merger consideration and the exercise price, multiplied by the option’s share count.

Does this Soleno (SLNO) Form 4 show an open-market sale by the director?

No, the transactions are coded as dispositions to the issuer tied to the merger. Shares, RSUs and options were cancelled and converted into cash rights at the fixed $53.00 merger price, rather than sold in open-market trading.