Manning Meredith 4
4 · SOLENO THERAPEUTICS INC · Filed May 18, 2026
Research Summary
AI-generated summary of this filing
Soleno (SLNO) CCO Meredith Sells Shares in Merger
What Happened
Meredith Manning, Chief Commercial Officer of Soleno Therapeutics (SLNO), had a total of 217,507 shares and equity awards converted into cash in connection with the company’s merger closing on May 18, 2026. Per the merger agreement, each issued and outstanding share and restricted stock unit (RSU) was cancelled and converted into $53.00 in cash per share, for aggregate consideration of approximately $11,527,871. Several derivative awards (RSUs and options) were also cashed out as part of the transaction.
Key Details
- Transaction date: May 18, 2026 (effective date of the merger). Cash consideration per share: $53.00.
- Shares/awards converted: 64,507 + 91,000 + 29,200 + 32,800 = 217,507 total shares/award equivalents.
- Approximate total cash received: 217,507 × $53.00 ≈ $11,527,871.
- Shares owned after transaction: the company’s common shares and reported RSUs were cancelled and converted into cash under the merger (i.e., no remaining common stock from those converted awards).
- Footnotes of note:
- F1: RSUs (vested and unvested) were cancelled and converted to the $53.00 per-share cash Merger Consideration.
- F2: All outstanding common shares were cancelled and converted to the cash Merger Consideration.
- F3: Outstanding options were cancelled and settled for cash equal to (Merger Consideration − option exercise price) × shares covered.
- Filing timeliness: Reported with the same Period of Report and Filing date (May 18, 2026); not indicated as late.
Context: This was not an open-market sale or a purchase signal — it was a mandatory cash-out of equity and derivative awards as part of Soleno’s acquisition by Neocrine (Merger Sub merged with and into Soleno). For derivatives, RSUs and options were settled for cash rather than resulting in retained stock ownership.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-18−64,507→ 0 total - Disposition to Issuer
Employee stock option (right to buy)
[F3]2026-05-18−91,000→ 0 totalExercise: $46.31Exp: 2034-01-24→ Common Stock (91,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
[F3]2026-05-18−29,200→ 0 totalExercise: $49.17Exp: 2035-01-21→ Common Stock (29,200 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
[F3]2026-05-18−32,800→ 0 totalExercise: $43.65Exp: 2036-01-21→ Common Stock (32,800 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.