Bir Dawn Carter 4

What Happened

• Bir Dawn Carter, a director of Soleno Therapeutics, reported a disposition to the issuer on May 18, 2026 of 16,991 shares. Under the merger agreement, each issued and outstanding share and RSU was converted into the right to receive $53.00 in cash, so the transaction is effectively a cash-out in connection with the merger (16,991 × $53.00 ≈ $900,523).
• The Form 4 lists the transaction as a disposition to the issuer (code D) and shows price as N/A on the form; the $53.00 per-share amount is specified in the filing’s footnotes describing the merger consideration.

Key Details

• Transaction date: 2026-05-18 (Merger closing date)
• Consideration: $53.00 per share/RSU (per merger terms); total ≈ $900,523
• Shares disposed: 16,991 (includes shares represented by previously reported RSUs per footnote)
• Transaction type/code: Disposition to issuer (D)
• Shares owned after transaction: Not specified in the provided Form 4
• Filing timeliness: Reported for the period 2026-05-18 and filed 2026-05-18 (timely)
• Relevant footnotes:
  • F1: Vested and unvested RSUs were cancelled and converted into the right to receive $53.00 in cash.
  • F2: Each issued and outstanding share of common stock was cancelled and converted into the right to receive $53.00 in cash.

Context

• This was a merger-related cash conversion rather than a typical open-market sale. Dispositions of shares/RSUs in this context reflect the corporate transaction terms (merger consideration), not necessarily an independent vote of confidence or lack thereof by the insider.
• For retail investors, merger cash-outs like this are routine corporate actions; they do not by themselves indicate future company performance.