Earnings Feed
Start Free
SOLENO THERAPEUTICS INC·4

May 18, 4:52 PM ET

Yen Kristen 4

4 · SOLENO THERAPEUTICS INC · Filed May 18, 2026

Research Summary

AI-generated summary of this filing

Updated

Soleno (SLNO) SVP Kristen Yen Receives Merger Cash for Shares

What Happened

  • Kristen Yen, SVP Global Clinical Operations and Patient Advocacy at Soleno Therapeutics (SLNO), had a series of dispositions to the issuer on May 18, 2026 as part of the company’s merger with Neocrine. A total of 179,049 share-equivalents (common shares, previously reported RSUs, and option-related shares) were cancelled and converted into cash at the merger consideration of $53.00 per share, producing aggregate cash consideration of approximately $9,489,597.
  • These were not open-market sales but merger-related cash-outs: certain vested and unvested RSUs were cancelled and converted to the $53.00 cash per share (F1), each outstanding common share was cancelled and converted to $53.00 (F2), and an option was cancelled in exchange for a cash payment equal to the spread between the $53.00 Merger Consideration and the option exercise price multiplied by the number of option shares (F3).

Key Details

  • Transaction date: May 18, 2026; Price per share (Merger Consideration): $53.00.
  • Total share-equivalents disposed/cancelled: 179,049; Total cash received: ~$9,489,597.
  • Insider role: SVP Global Clinical Operations and Patient Advocacy (Kristen Yen).
  • Footnotes: F1 = RSUs converted to cash at $53.00; F2 = common shares cancelled for $53.00; F3 = option cancelled for cash equal to (merger price − exercise price) × shares.
  • Filing timeliness: Report filed with period date 2026-05-18 (same day as the transaction) — filing appears timely in this report excerpt.
  • Shares owned after the transaction: not specified in the provided filing excerpt.

Context

  • These transactions are merger cash settlements (dispositions to the issuer), not voluntary market sales. For RSUs and option awards, the cancellation-for-cash is a routine merger mechanics outcome and does not on its own signal insider sentiment about future share performance.
  • For option-related amounts, the payment reflected the in-the-money spread at closing rather than a market sale of exercised shares.

Insider Transaction Report

Form 4Exit
Period: 2026-05-18
SOLENO THERAPEUTICS INCSLNO
Yen Kristen
SEE REMARKS
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-05-18−37,639→ 0 total
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−1,741→ 0 total
    Exercise: $44.25Exp: 2027-04-19→ Common Stock (1,741 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−4,999→ 0 total
    Exercise: $24.00Exp: 2028-02-07→ Common Stock (4,999 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−4,000→ 0 total
    Exercise: $25.05Exp: 2029-01-24→ Common Stock (4,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−666→ 0 total
    Exercise: $51.15Exp: 2030-05-18→ Common Stock (666 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−18,800→ 0 total
    Exercise: $33.60Exp: 2031-01-08→ Common Stock (18,800 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−2,445→ 0 total
    Exercise: $5.10Exp: 2032-01-28→ Common Stock (2,445 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−11,667→ 0 total
    Exercise: $2.41Exp: 2033-01-25→ Common Stock (11,667 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−55,392→ 0 total
    Exercise: $5.25Exp: 2033-05-26→ Common Stock (55,392 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−16,000→ 0 total
    Exercise: $36.70Exp: 2034-01-04→ Common Stock (16,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−13,800→ 0 total
    Exercise: $49.17Exp: 2035-01-21→ Common Stock (13,800 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to buy)

    [F3]
    2026-05-18−11,900→ 0 total
    Exercise: $43.65Exp: 2036-01-21→ Common Stock (11,900 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, Attorney-in-Fact|2026-05-18

Documents

1 file
  • 4
    form4-05182026_080544.xmlPrimary