Merger cashes out Soleno (NASDAQ: SLNO) officer equity at $53
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Soleno Therapeutics officer Kristen Yen reported disposing of all her company equity in connection with a cash merger. On May 18, 2026, 37,639 shares of Common Stock were surrendered to the issuer, leaving her with zero shares reported after the transaction.
Footnotes explain that, under an Agreement and Plan of Merger among Soleno Therapeutics, Neocrine Biosciences and a merger subsidiary, 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. Multiple employee stock options, including grants covering 55,392 shares at an exercise price of $5.25 per share and 11,900 shares at $43.65 per share, were also cancelled in exchange for cash equal to their spread to the $53.00 merger consideration, so no options remain outstanding for Yen.
Positive
- None.
Negative
- None.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Yen Kristen
Role
SEE REMARKS
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (Right to buy) | 1,741 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 4,999 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 4,000 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 666 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to buy) | 18,800 | $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) | 55,392 | $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 | Common Stock | 37,639 | $0.00 | -- |
Holdings After Transaction:
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 disposed: 37,639 shares
Merger consideration: $53.00 per share
Options at $5.25 exercise price: 55,392 option shares
+4 more
7 metrics
Common shares disposed
37,639 shares
Common Stock surrendered to issuer on May 18, 2026
Merger consideration
$53.00 per share
Cash paid per share or RSU in merger
Options at $5.25 exercise price
55,392 option shares
Employee stock option grant cancelled for cash at merger
Options at $43.65 exercise price
11,900 option shares
Employee stock option grant cancelled for cash at merger
Post-transaction common holdings
0 shares
Total common stock reported after disposition
Options at $2.41 exercise price
11,667 option shares
Employee stock option grant cancelled for cash at merger
Options at $33.60 exercise price
18,800 option shares
Employee stock option grant cancelled for cash at merger
Key Terms
restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, wholly owned subsidiary, +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, by and among Soleno Therapeutics, 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.
wholly owned subsidiary financial
"with 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.
Employee Stock Option (Right to buy) financial
"security_title": "Employee Stock Option (Right to buy)""
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What did Soleno Therapeutics (SLNO) officer Kristen Yen report in this Form 4?
Kristen Yen reported disposing of all Soleno equity holdings. She surrendered 37,639 common shares and multiple stock option grants to the issuer on May 18, 2026, in connection with a cash merger that converted these positions into cash.
What happened to Soleno Therapeutics (SLNO) RSUs in this transaction?
All vested and unvested RSUs were cancelled for cash. The footnotes explain that each issued and outstanding restricted stock unit was cancelled and converted into the right to receive $53.00 in cash per unit, consistent with the merger terms.
How were Soleno Therapeutics (SLNO) employee stock options handled for Yen?
Yen’s stock options were cancelled for their cash value. At the effective time of the merger, each option was cancelled in exchange for cash equal to the $53.00 merger consideration minus the option’s exercise price, multiplied by the number of option shares.
Who acquired Soleno Therapeutics (SLNO) in the merger referenced in this Form 4?
Soleno became a wholly owned subsidiary of Neocrine Biosciences. The footnotes describe a merger under an Agreement and Plan of Merger among Soleno Therapeutics, Neocrine Biosciences as Parent, and Sigma Merger Sub, with Soleno surviving as a subsidiary of Parent.