Volck Birgitte 4

What Happened
Birgitte Volck, a director of Soleno Therapeutics, reported dispositions of 39,626 shares/units on May 18, 2026 in connection with the company’s merger. The transaction reflects the cancellation/conversion of 17,536 outstanding common shares and 22,090 derivative instruments (RSUs/options). Under the merger agreement, issued and outstanding common shares and vested/unvested RSUs were converted into a cash payment of $53.00 per share; options were cancelled for a cash payment equal to the per-share spread (Merger Consideration minus the option exercise price). Using $53.00 as the per-share consideration, the converted positions represent roughly $2.10 million in cash; option payouts may differ per the footnote calculation.

Key Details

• Transaction date: May 18, 2026; Merger Consideration: $53.00 per share (cash).
• Dispositions reported: total 39,626 shares/units (17,536 common shares; 22,090 derivative RSUs/options).
• Effective treatment: common shares and RSUs cancelled and converted to $53.00 cash per share (footnote F1 & F2); options cancelled for cash equal to (Merger Consideration − exercise price) × shares (footnote F3).
• Shares owned after transaction: the cancelled shares/RSUs were converted to cash under the merger; the filing indicates those listed instruments were cancelled.
• Filing timeliness: reported on May 18, 2026 (same date as the merger), not indicated as late.

Context

• This is a merger-related disposition (company acquisition), not an open-market sale; proceeds come from the merger consideration rather than a typical insider sale.
• For derivatives: RSUs were converted to the merger cash amount per share; option holders received the cash spread rather than receiving shares.
• These types of merger conversions are routine corporate actions and reflect the deal terms, not necessarily a change in insider sentiment.