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SOLENO THERAPEUTICS INC·4

May 18, 4:27 PM ET

Anish Bhatnagar 4

4 · SOLENO THERAPEUTICS INC · Filed May 18, 2026

Research Summary

AI-generated summary of this filing

Updated

Soleno Therapeutics (SLNO) CEO Anish Bhatnagar Sells Shares in Merger

What Happened

  • Anish Bhatnagar, Chief Executive Officer of Soleno Therapeutics (SLNO), disposed of a total of 1,346,768 shares on May 18, 2026. The dispositions were to the issuer as part of the merger with Neocrine Biosciences. Under the merger terms, each share and vested/unvested RSU was converted into the right to receive $53.00 in cash, so the aggregate cash consideration for these shares was approximately $71.38 million.
  • The reported disposals include shares represented by restricted stock units (RSUs) and other derivative awards that were cancelled and converted to cash per the merger agreement; certain options were also cancelled and cashed out based on the $53.00 per-share merger consideration.

Key Details

  • Transaction date: May 18, 2026; price per share: $53.00 (merger consideration).
  • Total shares disposed: 1,346,768; approximate total cash received: $71,378,704.
  • Shares owned after transaction: not specified in the filing.
  • Footnotes: F1 — vested and unvested RSUs cancelled and converted to $53 cash; F2 — each common share cancelled and converted to $53 cash; F3 — options cancelled with cash payment equal to (Merger Consideration − exercise price) × number of option shares.
  • Filing timeliness: report dated and filed for the period ending May 18, 2026 (no late filing indicated).

Context

  • These were dispositions to the issuer tied to a merger (not open-market sales). For RSUs and options, the awards were cancelled and converted to cash rather than shares being sold on the market—this is a routine corporate-acquisition cash-out rather than a voluntary insider sale signaling sentiment.
  • For retail investors, merger cash-outs reflect transaction terms, not necessarily insider trading decisions; the filing documents the mechanics and cash payment for equity and derivative awards.

Insider Transaction Report

Form 4Exit
Period: 2026-05-18
SOLENO THERAPEUTICS INCSLNO
Anish Bhatnagar
DirectorCHIEF EXECUTIVE OFFICER
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-05-18−583,656→ 0 total
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−22,452→ 0 total
    Exercise: $44.25Exp: 2027-04-19→ Common Stock (22,452 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−60→ 0 total
    Exercise: $24.00Exp: 2028-02-07→ Common Stock (60 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−23,332→ 0 total
    Exercise: $51.15Exp: 2030-05-18→ Common Stock (23,332 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−35,000→ 0 total
    Exercise: $33.60Exp: 2031-01-08→ Common Stock (35,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−8,473→ 0 total
    Exercise: $5.10Exp: 2032-01-28→ Common Stock (8,473 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−73,333→ 0 total
    Exercise: $2.60Exp: 2032-07-27→ Common Stock (73,333 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−52,709→ 0 total
    Exercise: $2.41Exp: 2033-01-25→ Common Stock (52,709 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−200,753→ 0 total
    Exercise: $5.25Exp: 2033-05-26→ Common Stock (200,753 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−100,000→ 0 total
    Exercise: $36.70Exp: 2034-01-04→ Common Stock (100,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−115,600→ 0 total
    Exercise: $49.17Exp: 2035-01-21→ Common Stock (115,600 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−131,400→ 0 total
    Exercise: $43.65Exp: 2036-01-21→ Common Stock (131,400 underlying)
Footnotes (3)
  • [F1]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").
  • [F2]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.
  • [F3]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.
Signature
/s/ Anish Bhatnagar|2026-05-18

Documents

1 file
  • 4
    form4-05182026_080527.xmlPrimary