SOLENO THERAPEUTICS INC 8-K

What Happened

• Soleno Therapeutics, Inc. (SLNO) filed an 8-K (Feb 26, 2026) announcing that Jennifer Fulk has been appointed Chief Financial Officer, effective upon her first day of employment expected to be March 2, 2026. She will succeed James Mackaness, who intends to retire by the end of March 2026; his retirement was not due to any disagreement with the company.
• To ensure continuity, Mr. Mackaness is expected to remain an at‑will employee through March 31, 2026 and then provide consulting services through December 31, 2026 (under a Consulting Agreement to be filed later). Ms. Fulk previously served as COO/CFO of 120Water (Sep 2024–Oct 2025), CFO of Talkspace (Jul 2021–May 2024), and spent over 15 years in finance roles at Eli Lilly.

Key Details

• Start date: Jennifer Fulk expected to start March 2, 2026.
• Compensation: Annual base salary of $525,000 and an annual target cash bonus equal to 45% of base salary.
• Equity awards: Stock option to purchase 67,660 shares (vesting: 25% at 1 year, then monthly over remaining 3 years) and 39,200 restricted stock units (vesting in four equal annual installments).
• Transition: Mr. Mackaness will remain through March 31, 2026 and is expected to consult through Dec 31, 2026; his outstanding equity awards will continue to vest during the consulting term.
• Other: Ms. Fulk will participate in the company’s Key Executive Change in Control and Severance Plan and is expected to sign the standard indemnification agreement. A press release announcing the changes was furnished as Exhibit 99.1.

Why It Matters

• A CFO change is material for investors because it affects financial leadership, reporting oversight, investor relations, and capital markets engagement. Soleno has taken steps to ensure an orderly transition (overlap and consulting support), which reduces near-term operational disruption risk.
• The compensation and equity grants align Ms. Fulk’s interests with shareholders and are structured for multi-year retention; the specific share counts (67,660 options and 39,200 RSUs) represent potential dilution that investors may monitor alongside other equity plans.
• The filing confirms the transition is voluntary (no disagreement), and the company furnished the employment offer letter and press release, allowing investors to review detailed terms.